WestLB Covered Bond Bank p.l.c. (a public limited company organised under the laws of Ireland with registration number )

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1 BASE PROSPECTUS WestLB Covered Bond Bank p.l.c. (a public limited company organised under the laws of Ireland with registration number ) EUR 10,000,000,000 Asset Covered Securities and Medium Term Note Programme Under this EUR 10,000,000,000 Asset Covered Securities and Medium Term Note Programme (the Programme), WestLB Covered Bond Bank p.l.c. (the Issuer) may from time to time issue asset covered securities (the Securities) and notes (the Notes and, together with the Securities, the Debt Obligations) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below). Securities and Notes may be issued in bearer or registered form (respectively Bearer Securities, Registered Securities, Bearer Notes and Registered Notes). The maximum aggregate nominal amount of all Debt Obligations from time to time outstanding under the Programme will not exceed EUR 10,000,000,000 (or its equivalent in other currencies calculated as described herein), subject to increase as described herein. Debt Obligations may be issued on a continuing basis to one or more of the Dealers specified under "Summary 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 ongoing basis. References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Debt Obligations being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to purchase such Debt Obligations. This document constitutes a base prospectus (the Base Prospectus) for the purposes of Directive 2003/71/EC (the Prospectus Directive) for giving information with regard to the issue of Debt Obligations of the Issuer under the Programme during the period of twelve months after the date hereof. Application has been made to the Irish Financial Services Regulatory Authority (IFSRA), as competent authority under the Prospectus Directive, for the Base Prospectus to be approved. Such approval relates only to the Debt Obligations which are to be admitted to trading on the regulated market of The Irish Stock Exchange Limited (the Irish Stock Exchange) or any other regulated market for the purposes of Directive 93/22/EEC or which are to be offered to the public in a Member State of the European Economic Area. Application has been made to the Irish Stock Exchange for such Debt Obligations to be admitted to the Official List and to trading on its regulated market. The Programme provides that Debt Obligations may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Debt Obligations and/or Debt Obligations not admitted to trading on any market. Merrill Lynch International ABN AMRO BNP PARIBAS Citigroup Goldman Sachs International HVB Corporates & Markets Morgan Stanley RBC Capital Markets Arrangers Dealers WestLB AG WestLB AG Barclays Capital CALYON Corporate and Investment Bank Deutsche Bank HSBC Merrill Lynch International Nomura International UBS Investment Bank The date of this Base Prospectus is 26 August, FR:

2 The Issuer (the Responsible Person) accepts responsibility for the information contained in this Base Prospectus other than the information under "Description of the Issuer and the Group WestLB AG". To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information (other than as aforesaid) contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. WestLB AG accepts responsibility for the information under "Description of the Issuer and the Group WestLB AG". To the best of the knowledge and belief of WestLB AG (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Each of the Issuer and WestLB AG accepts responsibility for the information relating to it incorporated by reference into this Base Prospectus. To the best of the knowledge and belief of each of the Issuer and WestLB AG (having taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. See "Risk Factors" for a discussion of certain factors to be considered in connection with an investment in Debt Obligations. The Debt Obligations have not been and will not be registered under the U.S. Securities Act of 1933, as amended, (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. See "Form of the Debt Obligations" for a description of the manner in which Debt Obligations will be issued. Registered Securities are subject to certain restrictions on transfer, see "Subscription and Sale and Transfer and Selling Restrictions". The Issuer may agree with any Dealer that Debt Obligations may be issued in a form not contemplated by the Terms and Conditions of the Securities or, as the case may be, the Terms and Conditions of the Notes each as set out herein, in which event a supplementary Base Prospectus, if appropriate, will be made available which will describe the effect of the agreement reached in relation to such Notes. Notice of the aggregate nominal amount of Debt Obligations, interest (if any) payable in respect of Debt Obligations, the issue price of Debt Obligations and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Securities" and "Terms and Conditions of the Notes", as the case may be) of Debt Obligations will be set out in the final terms applicable to such Tranche (the Final Terms) which, with respect to Debt Obligations to be listed on the Official List of the Irish Stock Exchange, or the subject of a public offer in Ireland will be delivered to the Irish Stock Exchange. This Base Prospectus may only be used for the purposes for which it has been published. This Base Prospectus supersedes the Offering Circular dated 2 July, 2004 issued by the Issuer in connection with the Programme. The Dealers have not independently 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 in this Base Prospectus or any other information provided by the Issuer or WestLB AG 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 or WestLB AG in connection with the Programme. No person is or has been authorised by the Issuer or WestLB AG 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 Debt Obligations and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, WestLB AG or any of the Dealers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Debt Obligations (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the Issuer, WestLB AG or any of the Dealers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Debt Obligations should purchase any Debt Obligations. Each investor contemplating purchasing any Debt Obligations should make its own independent investigation of the financial condition and affairs, and its FR:

3 own appraisal of the creditworthiness, of the Issuer and/or WestLB AG. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Debt Obligations 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 Debt Obligations. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Debt Obligations shall in any circumstances imply that the information contained herein concerning the Issuer and/or WestLB AG 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 or WestLB AG during the life of the Programme or to advise any investor in the Debt Obligations of any information coming to their attention. Investors should review, inter alia, the most recently published documents incorporated by reference into this Base Prospectus when deciding whether or not to purchase any Debt Obligations. Debt Obligations in bearer form are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to United States persons, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the U.S. Internal Revenue Code and the regulations promulgated thereunder. This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Debt Obligations 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 Debt Obligations may be restricted by law in certain jurisdictions. The Issuer, WestLB AG and the Dealers do not represent that this Base Prospectus may be lawfully distributed, or that any Debt Obligations 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 (save for the approval of this document by IFSRA (as the competent authority in Ireland for the purposes of the Prospectus Directive and relevant implementing measures in Ireland) as a base prospectus compliant with the Prospectus Directive and the relevant implementing legislation in Ireland) which would permit a public offering of any Debt Obligations outside the European Economic Area or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, no Debt Obligations 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 Debt Obligations may come must inform themselves about, and observe, any such restrictions on the distribution of this Base Prospectus and the offering and sale of Debt Obligations. In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of Debt Obligations in the United States, the United Kingdom, Japan, The Netherlands and Ireland, see "Subscription and Sale and Transfer and Selling Restrictions" In making an investment decision, investors must rely on their own examination of the Issuer and/or WestLB AG and the terms of the Debt Obligations being offered, including the merits and risks involved. The Debt Obligations have not been approved or disapproved by the United States Securities and Exchange Commission or any other securities commission or other regulatory authority in the United States, nor have the foregoing authorities approved this Base Prospectus or confirmed the accuracy or determined the adequacy of the information contained in this Base Prospectus. Any representation to the contrary is unlawful. None of the Dealers, the Issuer or WestLB AG makes any representation to any investor in the Debt Obligations regarding the legality of its investment under any applicable laws. Any investor in the Debt Obligations should be able to bear the economic risk of an investment in the Debt Obligations for an indefinite period of time. Unless the context otherwise requires, references in this Base Prospectus to the "WestLB Group" or "Group'' are to WestLB AG together with its consolidated subsidiaries, including the Issuer. The Issuer will not sell any Debt Obligations that are not listed on any recognised stock exchange and that do not mature within two years to Irish residents and the Issuer will not offer any such Debt Obligations in Ireland FR:

4 U.S. INFORMATION This Base Prospectus is being submitted on a confidential basis in the United States to a limited number of QIBs or Institutional Accredited Investors (each as defined under "Form of the Debt Obligations") for informational use solely in connection with the consideration of the purchase of the Securities being offered hereby. Its use for any other purpose in the United States is not authorised. It may not be copied or reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the prospective investors to whom it is originally submitted. Registered Securities may be offered or sold within the United States only to QIBs or to Institutional Accredited Investors, in either case in transactions exempt from registration under the Securities Act. Each U.S. purchaser of Registered Securities is hereby notified that the offer and sale of any Registered Securities to it may be being made in reliance upon the exemption from the registration requirements of the Securities Act provided by Rule 144A under the Securities Act ("Rule 144A"). Registered Notes may not be offered or sold within the United States under Rule 144A or otherwise unless appropriate modifications to the Terms and Conditions of the Notes are made on an issue-by-issue basis in which case each reference to "Securities" under this section shall be deemed also to be a reference to Notes. Purchasers of Definitive IAI Registered Securities will be required to execute and deliver an IAI Investment Letter (as defined under "Terms and Conditions of the Securities"). Each purchaser or holder of Definitive IAI Registered Securities, Securities represented by a Rule 144A Global Security or any Securities issued in registered form in exchange or substitution therefor (together "Legended Securities") will be deemed, by its acceptance or purchase of any such Legended Securities, to have made certain representations and agreements intended to restrict the resale or other transfer of such Securities as set out in "Subscription and Sale and Transfer and Selling Restrictions". Unless otherwise stated, terms used in this paragraph have the meanings given to them in "Form of the Debt Obligations". NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. CIRCULAR 230 NOTICE TO ENSURE COMPLIANCE WITH U.S. TREASURY DEPARTMENT REGULATIONS, WE ADVISE YOU THAT ANY TAX DISCUSSION HEREIN WAS NOT WRITTEN AND IS NOT INTENDED TO BE USED AND CANNOT BE USED BY ANY TAXPAYER FOR PURPOSES OF AVOIDING U.S. FEDERAL INCOME TAX PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER. ANY SUCH TAX DISCUSSION WAS WRITTEN TO SUPPORT THE PROMOTION OR MARKETING OF THE DEBT OBLIGATIONS TO BE ISSUED PURSUANT TO THIS BASE PROSPECTUS. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. AVAILABLE INFORMATION To permit compliance with Rule 144A in connection with any resales or other transfers of Securities that are "restricted securities" within the meaning of the Securities Act, the Issuer has undertaken in a deed poll dated 2nd July, 2004 (the Deed Poll) to furnish, upon the request of a holder of such Securities or any FR:

5 beneficial interest therein, to such holder or to a prospective purchaser designated by him, the information required to be delivered under Rule 144A(d)(4) under the Securities Act if, at the time of the request, the Issuer is neither a reporting company under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended, (the Exchange Act) nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder. SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES The Issuer is a public limited company organised under the laws of Ireland. All of the officers and directors named herein reside outside the United States and all or a substantial portion of the assets of the Issuer and of such officers and directors are located outside the United States. As a result, it may not be possible for investors to effect service of process outside Ireland upon the Issuer or such persons, or to enforce judgments against them obtained in courts outside Ireland predicated upon civil liabilities of the Issuer or such directors and officers under laws other than Ireland law, including any judgment predicated upon United States federal securities laws. There is doubt as to the enforceability in Ireland in original actions or in actions for enforcement of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States. PRESENTATION OF FINANCIAL AND OTHER INFORMATION The Issuer maintains its financial books and records and prepares its financial statements in euro in accordance with generally accepted accounting principles in Ireland (Irish GAAP) which differ in certain important respects from generally accepted accounting principles in the United States (U.S. GAAP). All references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States dollars and to "euro" and "e" refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended. In addition, references to "Sterling" and " " refer to pounds sterling FR:

6 TABLE OF CONTENTS Page General Description of the Programme Summary of the Programme Risk Factors Documents Incorporated by Reference Issue Procedures Form of the Debt Obligations Applicable Final Terms for Securities (English language version) Applicable Final Terms for Securities (German language version) Terms and Conditions of the Securities (English language version) Terms and Conditions of the Securities (German language version) Applicable Final Terms for Notes (English language version) Applicable Final Terms for Notes (German language version) Terms and Conditions of the Notes (English language version) Terms and Conditions of the Notes (German language version) Use of Proceeds Description of the Issuer and the Group Overcollateralisation of the Pool Board of Directors and Management of the Issuer Asset/Liability Management at the Group and Issuer Levels Characteristics of Irish Asset Covered Securities Cover Assets Pool Restrictions on the Activities of an Institution The Cover-Assets Monitor Insolvency of Institutions Supervision and Regulation Registration of Institutions/Revocation of Registration Book-Entry Clearance Systems Taxation Subscription and Sale Transfer and Selling Restrictions General Information FR:

7 In connection with the issue of any Tranche of Debt Obligations, the Dealer or Dealers (if any) named as the Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable Final Terms may over-allot Debt Obligations (provided that, in the case of any Tranche of Debt Obligations to be listed on the Irish Stock Exchange, the aggregate principal amount of Debt Obligations allotted does not exceed 105 per cent. of the aggregate principal amount of the relevant Tranche) or effect transactions with a view to supporting the market price of the Debt Obligations at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. 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 of Debt Obligations is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Debt Obligations and 60 days after the date of the allotment of the relevant Tranche of Debt Obligations FR:

8 GENERAL DESCRIPTION OF THE PROGRAMME Under the Programme, the Issuer may from time to time issue Debt Obligations denominated in any currency, subject as set out herein. A summary of the terms and conditions of the Programme, the Securities and the Notes appears below. The applicable terms of any Debt Obligations will be agreed between the Issuer and the relevant Dealer prior to the issue of the Debt Obligations and will be set out in the Terms and Conditions of the Securities or the Terms and Conditions of the Notes, as the case may be, endorsed on, attached to, or incorporated by reference into, the Debt Obligations, as modified and supplemented by the applicable Final Terms attached to, or endorsed on, such Debt Obligations, as more fully described under "Form of the Debt Obligations" below. This Base Prospectus and any supplement will only be valid for listing Debt Obligations on the Official List of the Irish Stock Exchange and admitting Debt Obligations to trading on the regulated market of the Irish Stock Exchange during the period of 12 months from the date of this Base Prospectus in an aggregate nominal amount which, when added to the aggregate nominal amount then outstanding of all Debt Obligations previously or simultaneously issued under the Programme, does not exceed EUR 10,000,000,000 or its equivalent in other currencies. For the purpose of calculating the euro equivalent of the aggregate nominal amount of Debt Obligations issued under the Programme from time to time: (a) the euro equivalent of Debt Obligations denominated in another Specified Currency (as specified in the applicable Final Terms in relation to the Debt Obligations, described under "Form of the Debt Obligations") shall be determined, at the discretion of the Issuer, either as of the date on which agreement is reached for the issue of Debt Obligations or on the preceding day on which commercial banks and foreign exchange markets are open for business in London, in each case on the basis of the spot rate for the sale of the euro against the purchase of such Specified Currency in the London foreign exchange market quoted by any leading international bank selected by the Issuer on the relevant day of calculation; (b) the euro equivalent of Dual Currency Notes, Index Linked Notes and Partly Paid Notes (each as specified in the applicable Final Terms in relation to the Notes, described under "Form of the Debt Obligations") shall be calculated in the manner specified above by reference to the original nominal amount on issue of such Notes (in the case of Partly Paid Notes regardless of the subscription price paid); and (c) the euro equivalent of Zero Coupon Securities and Zero Coupon Notes (as specified in the applicable Final Terms in relation to the Securities and the Notes, described under "Form of the Debt Obligations") and other Securities or Notes issued at a discount or a premium shall be calculated in the manner specified above by reference to the net proceeds received by the Issuer for the relevant issue FR:

9 . SUMMARY OF THE PROGRAMME This section "Summary of the Programme" must be read as an introduction to this Base Prospectus and any decision to invest in any Debt Obligations should be based on a consideration of this Base Prospectus as a whole, including the documents incorporated by reference. The following is qualified in its entirety by the remainder of this Base Prospectus. Words and expressions defined in "Form of the Debt Obligations", "Terms and Conditions of the Notes" and "Terms and Conditions of the Securities" shall have the same meanings in this summary. Issuer: Description: Arrangers: Dealers: Certain Restrictions: Issuing and Principal Paying Agent: Registrars: Programme Size: Distribution: Currencies: Redenomination: Maturities: WestLB Covered Bond Bank p.l.c. Asset Covered Securities and Medium Term Note Programme Merrill Lynch International WestLB AG ABN AMRO Bank N.V. Barclays Bank PLC Bayerische Hypo- und Vereinsbank AG BNP Paribas CALYON Citigroup Global Markets Limited Deutsche Bank AG, London Branch Goldman Sachs International HSBC Bank plc Merrill Lynch International Morgan Stanley & Co. International Limited Nomura International plc Royal Bank of Canada Europe Limited UBS Limited WestLB AG and any other Dealers appointed in accordance with the Programme Agreement Each issue of Debt Obligations 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" and "Transfer and Selling Restrictions"). JPMorgan Chase Bank, N.A., London JPMorgan Chase Bank, N.A., New York and J.P. Morgan Bank Luxembourg S.A. Up to EUR 10,000,000,000 (or its equivalent in other currencies calculated as described under "General Description of the Programme") outstanding at any time. The Issuer may increase the amount of the Programme in accordance with the terms of the Programme Agreement. Debt Obligations may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis. Euro, Sterling, U.S. dollars, Japanese yen and, subject to any applicable legal or regulatory restrictions, any other currency agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that certain Debt Obligations may be redenominated in euro. 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 FR:

10 Issue Price: Form of Debt Obligations: Fixed Rate Debt Obligations: Floating Rate Debt Obligations: Index Linked Notes: Other provisions in relation to Floating Rate Debt Obligations and Index Linked Interest Notes: Dual Currency Notes: 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. Debt Obligations may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par. The Debt Obligations will be issued in bearer or registered form as described in "Form of the Debt Obligations". Registered Debt Obligations will not be exchangeable for Bearer Debt Obligations and vice versa. Bearer Debt Obligations will be issued outside the United States to non-u.s. persons in reliance on Regulation S under the Securities Act (Regulation S). Registered Securities will be issued both outside the United States in reliance on Regulation S and within the United States in reliance on Rule 144A or another applicable exemption from the registration requirements of the Securities Act. Registered Notes will be issued outside the United States in reliance on Regulation S only unless appropriate amendments are made to the Terms and Conditions of the Notes in the applicable Final Terms permitting Registered Notes to be issued within the United States. Fixed interest will be payable on such date or dates as may be 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. Floating Rate Debt Obligations will bear interest at a rate determined: (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 2000 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 (ii) on the basis of a reference rate appearing on the agreed screen page of a commercial quotation service; or (iii) on such other basis as may be agreed between the Issuer and the relevant Dealer. 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 Debt Obligations. Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the Issuer and the relevant Dealer may agree. Index Linked Securities will not be issued. Floating Rate Debt Obligations and Index Linked Interest Notes may also have a maximum interest rate, a minimum interest rate or both. Interest on Floating Rate Debt Obligations and Index Linked Interest Notes 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. Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the Issuer and the relevant FR:

11 Zero Coupon Debt Obligations: Redemption: Denomination of Debt Obligations: Dealer may agree. Dual Currency Securities will not be issued. Zero Coupon Debt Obligations will be offered and sold at a discount to their nominal amount and will not bear interest. The applicable Final Terms will indicate either that the relevant Debt Obligations cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or, in the case of Notes only, for taxation reasons or following an Event of Default) or that such Debt Obligations will be redeemable at the option of the Issuer and/or the holders of the Debt Obligations upon giving notice to the holders or the Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the Issuer and the relevant Dealer. The applicable Final Terms may provide that Debt Obligations may be redeemable in two or more instalments of such amounts and on such dates as are indicated in the applicable Final Terms. The Debt Obligations will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer save that the minimum denomination of each Debt Obligation admitted to trading on a regulated market in the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be EUR 50,000 (or, if the Debt Obligations are denominated in a currency other than euro, the equivalent amount in such currency) or such other higher amount 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 relevant Specified Currency. As the minimum denomination of each Debt Obligation admitted to trading on a regulated market in the European Economic Area or offered to the public in a Member State of the European Economic Area in circumstances which require the publication of a prospectus under the Prospectus Directive will be EUR 50,000 (or, if the Debt Obligations are denominated in a currency other than euro, the equivalent amount in such currency), the Issuer is availing of its entitlement under Article 14 of Commission Regulation (EC) No 809/2004 of 29 April 2004 of the European Parliament and of the Council (the Prospectus Regulation) to give information in the registration document component of the Base Prospectus in accordance with the schedule set out in Annex IX of the Prospectus Regulation. Taxation: Negative Pledge: Unless otherwise stated in the applicable Final Terms, the minimum denomination of each Definitive IAI Registered Note will be U.S.$500,000 or its approximate equivalent in other Specified Currencies. All payments in respect of the Securities will be made without deduction for or on account of withholding taxes imposed by any jurisdiction, unless the Issuer shall be obliged by law to make such deduction or withholding. The Issuer will not be obliged to make any additional payments in respect of any such withholding or deduction imposed. All payments in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any Tax Jurisdiction (as defined in the Terms and Conditions of the Notes), subject as provided in Condition 6 of the Notes. In the event that any such deduction is made, the Issuer will, save in certain limited circumstances provided in Condition 6 of the Notes, be required to pay additional amounts to cover the amounts so deducted. None FR:

12 Cross Default: Status of the Debt Obligations: Rating: Listing and Admission to Trading: Governing Law: Selling Restrictions: United States Selling Restrictions: Irish Asset Covered Securities: None. The Securities will constitute direct, unconditional and senior obligations of the Issuer and will rank pari passu among themselves. The Securities will be public credit covered securities issued in accordance with the Asset Covered Securities Act, 2001 of Ireland, as amended (the Act), will be secured on cover assets that comprise a cover assets pool maintained by the Issuer in accordance with the terms of the Act, and will rank pari passu with all other obligations of the Issuer under public credit covered securities issued or to be issued by the Issuer pursuant to the Act. The Notes will constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer which will rank pari passu without any preference amongst themselves with all other unsecured and unsubordinated obligations (save for obligations having statutory priority) of the Issuer. The Notes will not constitute public credit covered securities or other asset covered securities for the purposes of the Act and, accordingly, the Notes will not be secured for the purposes of the Act on the cover assets pool maintained by the Issuer under the Act. Debt Obligations issued under the Programme may be rated or unrated. Where an issue of Debt Obligations is rated, its rating will not necessarily be the same as the rating applicable to the Issuer. A rating is not a recommendation to buy, sell or hold Debt Obligations and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Application has been made for Debt Obligations issued under the Programme to be listed on the Official List of the Irish Stock Exchange and to be admitted to trading on the regulated market of the Irish Stock Exchange. The Debt Obligations may also be listed on such other or further stock exchange(s) and/or admitted to trading on such other/further markets as may be agreed between the Issuer and the relevant Dealer in relation to each Series. Unlisted Debt Obligations may also be issued. The applicable Final Terms will state whether or not the relevant Debt Obligations are to be listed and, if so, on which stock exchange(s). The Debt Obligations will be governed by, and construed in accordance with, Irish law. There are restrictions on the offer, sale and transfer of the Debt Obligations in the United States, the United Kingdom, Japan, The Netherlands and Ireland and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Debt Obligations, see "Subscription and Sale and Transfer and Selling Restrictions". The Debt Obligations have not been, and will not be, registered under the Securities Act. The Debt Obligations may only be offered or sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act. See "U.S. Information". TEFRA restrictions may also apply as specified in the Final Terms. The Act introduced into Irish law a framework for the issuance of asset covered securities. Asset covered securities can only be issued by Irish credit institutions that are registered under the Act and restrict their principal activities to public sector or property financing. Those credit institutions, such as the Issuer, that are registered under the Act and restrict their principal activities to public sector financing, are called designated public credit institutions (Institutions). The Act provides, among other things, for the registration of eligible credit institutions as Institutions, the maintenance by Institutions of a defined pool of prescribed public credit assets and limited classes of other assets, known as a cover assets pool (Pool) and the issuance FR:

13 Representation of holders of the Debt Obligations: by Institutions of certain asset covered securities secured by a statutory preference under the Act on the assets (Cover-Assets) comprised in the Pool maintained by the relevant Institution. Asset covered securities issued by Institutions in accordance with the Act are called public credit covered securities (Asset Covered Securities). The Act also varies the general provisions of Irish insolvency law which would otherwise apply with respect to Cover Assets and Asset Covered Securities on the insolvency of an Institution and replaces them with a special insolvency regime applicable to Institutions. The Act further provides for the supervision and regulation of Institutions by the Irish Financial Services Regulatory Authority as part of the Central Bank and Financial Services Authority of Ireland (prior to 1st May, 2003, the Central Bank of Ireland) (the Authority), for the role of the cover-assets monitor (the Monitor) in respect of each Institution, for asset/liability management between the Pool and Asset Covered Securities and, in certain circumstances, for the role with respect to an Institution and its Pool and Asset Covered Securities of the National Treasury Management Agency or a manager appointed by the Authority. There is no provision for representation of holders of the Debt Obligations FR:

14 RISK FACTORS The Issuer believes that the following factors may affect its ability to fulfil its obligations under Debt Obligations issued under the Programme. Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to express a view on the likelihood of any such contingency occurring. In addition, factors which are material for the purpose of assessing the market risks associated with Debt Obligations issued under the Programme are also described below. The Issuer believes that the factors described below represent the principal risks inherent in investing in Debt Obligations issued under the Programme, but the inability of the Issuer to pay interest, principal or other amounts on or in connection with any Debt Obligations may occur for other reasons which are as yet unknown and the Issuer does not represent that the statements below regarding the risks of holding any Debt Obligations are exhaustive. Prospective investors should also read the detailed information set out elsewhere in this Base Prospectus and reach their own views prior to making any investment decision. Factors that may affect the Issuer s ability to fulfil its obligations under Debt Obligations issued under the Programme Notes and Securities are obligations of the Issuer only. The Notes will constitute unsubordinated and unsecured obligations of the Issuer and will rank equally among themselves and equally with all other unsubordinated and unsecured obligations of the Issuer (other than obligations preferred by mandatory provisions of law, which would include Securities and any other Asset Covered Securities issued by the Issuer). Securities will constitute unsubordinated obligations of the Issuer secured by a statutory preference under the Act on the Pool maintained by the Issuer. An investment in Notes and Securities involves a reliance on the creditworthiness of the Issuer and no other person. In addition, an investment in Notes and Securities involves the risk that subsequent changes in the actual or perceived creditworthiness of the Issuer may adversely affect the market value of the relevant Notes and Securities. The Issuer s business is subject to the general economic conditions of the markets in which it operates. The Issuer s public sector lending activities depend on the level of finance required by public sector borrowers. In particular, levels of borrowing in each of the core markets in which the Issuer does business depend on market interest rates, currency fluctuations, political decisions and other factors that affect the economies of such countries. The Issuer's business, results of operations and financial condition could be adversely affected by a worsening of general economic conditions, currency fluctuations and regulatory changes in its core markets. Significantly higher interest rates in any of the Issuer s core markets could also limit the ability or desire of public sector borrowers to incur new indebtedness. The Issuer s risk management strategies and techniques may leave it exposed to unidentified or unanticipated risks. Like other banks, the Issuer faces risk in the conduct of its business, such as credit risk, operational risk and market risk (including liquidity risk). In order to minimise these risks, the Issuer has (in conjunction with the Group see further Asset/Liability Management at the Group and Issuer Levels ) implemented comprehensive risk management strategies, including the use of derivatives. Although the Issuer invests substantial time and effort in its risk management strategies and techniques, such risk management may nonetheless fail under some circumstances, particularly when confronted with risks that are not identified or anticipated. Some of the Issuer s methods for managing risk are based upon observation of historical market behaviour. The Issuer applies statistical techniques to these observations to quantify its risk exposures. If circumstances arise that the Issuer did not identify or anticipate in developing its models, the Issuer s losses could be greater than the Issuer expects. Furthermore, the Issuer s quantifications do not take all risks into account. If the Issuer s measures to assess and mitigate risk prove insufficient, the Issuer may experience material unexpected losses. Issuer s Short Business History FR:

15 The Issuer was incorporated in Ireland in March 2002 and only commenced its business operations in October Accordingly, the Issuer has only a limited established business history. The Letter of Comfort The letter of comfort described under Description of the Issuer and the Group Support for the Issuer s Obligations from WestLB AG is not, and should not be seen as, a contractual guarantee of the Issuer s payment obligations under the Debt Obligations but as a binding and enforceable obligation of WestLB AG to ensure that the Issuer will be in a position to meet its payment obligations. Abolition of Maintenance Obligation (Anstaltslast) and Guarantee Obligation (Gewährträgerhaftung) in respect of WestLB AG The abolition of the Maintenance Obligation and the Guarantee Obligation as of 18th July, 2005 (see "Description of the Issuer and the Group WestLB AG") dramatically changes the operating environment for the Group. The Issuer expects that this may increase its cost of unsecured funding. Factors which are material for the purpose of assessing the market risks associated with Debt Obligations issued under the Programme The Debt Obligations may not be a suitable investment for all investors Each potential investor in the Debt Obligations must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) (ii) (iii) (iv) (v) have sufficient knowledge and experience to make a meaningful evaluation of the Debt Obligations, the merits and risks of investing in the Debt Obligations and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement; have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Debt Obligations and the impact the Debt Obligations will have on its overall investment portfolio; have sufficient financial resources and liquidity to bear all of the risks of an investment in the Debt Obligations, including Debt Obligations with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor s currency; understand thoroughly the terms of the Debt Obligations and be familiar with the behaviour of any relevant indices and financial markets; and be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. Risks related to the structure of a particular issue of Debt Obligations A wide range of Debt Obligations may be issued under the Programme. A number of these Debt Obligations may have features which contain particular risks for potential investors. Potential investors should consider the terms of Debt Obligations before investing. Modification The conditions of the Notes contain provisions for calling meetings of holders of Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders of Notes including holders of Notes who did not attend and vote at the relevant meeting and holders of Notes who voted in a manner contrary to the majority. EU Savings Directive If, following implementation of this Directive, a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of tax were to be withheld from that FR:

16 payment, neither the Issuer nor any Paying Agent nor any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. If a withholding tax is imposed on payment made by a Paying Agent following implementation of this Directive, the Issuer will be required to maintain a Paying Agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the Directive. Change of law The conditions of the Debt Obligations are based on Irish law in effect as at the date of this Base Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to Irish law or administrative practice after the date of this Base Prospectus. Denomination of Payments made by DTC DTC is only able to make payments in U.S. dollars. Accordingly, where the Specified Currency of an issue of Securities is not U.S. dollars, DTC will make payments of interest and principal to beneficial holders in respect of the Global 144A Security representing that issue in U.S. dollars unless, pursuant to the Agency Agreement and not less than 15 days prior to each Interest Payment Date, the holder of such beneficial interests notifies DTC or its nominee that it has elected to receive payments in the relevant Specified Currency outside of DTC and provided bank account details into which such payments are to be made. Exchange rate fluctuations between the Specified Currency and the U.S. dollar may reduce the U.S. dollar amount of interest and/or principal received by holders of beneficial interests in any such Global Rule 144A Security held in DTC. Risks related to Securities Irish Asset Covered Security Legislation Untested The Act was passed in 2001 and came into effect on 22nd March, The protection afforded to the Security holders by means of a preference on the Cover Assets included in the Issuer s Pool is based only on the Act. As at 31 December 2004, approximately EUR 30.9 billion of asset covered securities were outstanding, which included EUR 5 billion of asset covered securities issued by the Issuer in benchmark transactions, as well as asset covered securities issued by two other issuers. Nevertheless, there is still only limited practical experience in relation to the operation of the Act with respect to designated credit institutions (including the Issuer) registered under the Act. Market for Asset Covered Securities There is currently a limited existing secondary or other market for Asset Covered Securities issued under the Act, and there is limited existing liquidity in Asset Covered Securities. No assurance can be given as to the continuation or effectiveness of any market-making activity or as to whether any secondary market or liquidity may develop with respect to the Securities. Sharing of Pool The Cover Assets included in the Issuer s Pool benefit not only the holders of the Securities, but also other preferred creditors of the Issuer. These preferred creditors are all other holders of the Issuer s Asset Covered Securities whether outstanding now or in the future, counterparties under cover assets hedge contracts now and in the future provided that such counterparties fulfil their financial obligations under the relevant cover assets hedge contracts, the Monitor and any manager appointed to the Issuer whether now or in the future (see Insolvency of Institutions). None of the Cover Assets in the Issuer s Pool are or will be exclusively available to meet the claims of the holders of the Securities ahead of such other preferred creditors of the Issuer now or in the future. Risks related to the market generally The secondary market generally Although application has been made to list the Debt Obligations on the Official List of the Irish Stock Exchange and to admit the Debt Obligations to trading on the regulated market of the Irish Stock Exchange, Debt Obligations may have no established trading market when issued, and one may never develop. If a market does FR:

17 develop, it may not be very liquid. Therefore, investors may not be able to sell their Debt Obligations easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Debt Obligations that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Debt Obligations generally would have a more limited secondary market and more price volatility than conventional debt securities. Illiquidity may have a severely adverse effect on the market value of Debt Obligations. Interest rate risks Investment in Fixed Rate Debt Obligations involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Debt Obligations. Credit ratings may not reflect all risks One or more independent credit rating agencies may assign credit ratings to the Debt Obligations. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Debt Obligations. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to legal 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) Debt Obligations are legal investments for it, (2) Debt Obligations can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Debt Obligations. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Debt Obligations under any applicable risk-based capital or similar rules FR:

18 DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published or are published simultaneously with this Base Prospectus and have been filed with the IFSRA on or after the date on which the Prospectus Directive was implemented in Ireland (being 1 July, 2005) shall be incorporated in, and form part of, this Base Prospectus: (a) (b) the audited annual financial statements for the financial year ended 31st December, 2003 and the audit reports thereon, and the audited annual financial statements for the financial year ended 31st December, 2004 and the audit report thereon of the Issuer; and the Memorandum and Articles of Association of the Issuer, save that any statement contained herein or in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained in any such subsequent document which is deemed to be incorporated by reference herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus. Copies of documents incorporated by reference in this Base Prospectus can be obtained from the website of the Issuer, In addition, the Issuer will provide, without charge, to each person to whom a copy of this Base Prospectus has been delivered, upon the request of such person, a copy of any or all of the documents deemed to be incorporated herein by reference unless such documents have been modified or superseded as specified above. Requests for such documents should be directed to the Issuer at its office set out at the end of this Base Prospectus. In addition, such documents will be available free of charge from the specified office of each Paying Agent. The Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Debt Obligations, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Debt Obligations. The following documents shall be incorporated in, and form part of, this Base Prospectus: Document Directors' Report and Financial Statements, Year Ended 31 December 2004 Section incorporated Pages 2 to 27 - Independent Auditors' Report Pages 5 to 6 - Profit and Loss Account Page 7 - Statement of Total Recognised Gains and Losses Page 8 - Reconciliation and Movement in Shareholders' Funds Page 8 - Balance Sheet Page 9 - Notes to the Financial Statements Pages 10 to 27 Directors' Report and Financial Statements, Year Ended 31 December 2003 Pages 2 to 27 - Independent Auditors' Report Page 6 - Profit and Loss Account Page 7 - Statement of Total Recognised Gains and Losses Page 8 - Reconciliation and Movement in Shareholders' Funds Page 8 - Balance Sheet Page 9 - Notes to the Financial Statements Pages 10 to FR:

19 General ISSUE PROCEDURES The Issuer and the relevant Dealer will agree on the terms and conditions applicable to each Tranche of Debt Obligations (the Conditions). The applicable Final Terms will specify whether these Conditions are to be Long- Form Conditions or Integrated Conditions (each as described below): Long-Form Conditions will generally be used for Debt Obligations which are not publicly offered in Germany. Integrated Conditions will be required where the Debt Obligations are to be publicly offered in Germany, in whole or in part, or are to be distributed, in whole or in part, to non-professional investors in Germany. Long-Form Conditions If the applicable Final Terms specifies that Long-Form Conditions are to apply to the Debt Obligations, the provisions of the applicable Final Terms and the Terms and Conditions, taken together, shall constitute the Conditions. Such Conditions will be constituted as follows: the Terms and Conditions will be modified, supplemented or replaced by the text of any provisions of the applicable Final Terms modifying, supplementing or replacing, in whole or in part, the provisions of the Terms and Conditions; and alternative or optional provisions of the Terms and Conditions as to which the corresponding provisions of the applicable Final Terms are not completed or are deleted will be deemed to be deleted from the Conditions. Where Long-Form Conditions apply, each Global Debt Obligation representing the Debt Obligations of the relevant Series will have the applicable Final Terms attached. Where Definitive Debt Obligations are issued they will have endorsed thereon the applicable Final Terms and the Terms and Conditions in full. Integrated Conditions If the applicable Final Terms specifies that Integrated Conditions are to apply to the Debt Obligations, the Conditions in respect of such Debt Obligations will be constituted as follows: all non-applicable provisions of the Terms and Conditions will be deleted; and the Terms and Conditions will be otherwise modified, supplemented or replaced, in whole or in part as specified in the applicable Final Terms. Where Integrated Conditions apply, the Integrated Conditions alone will constitute the Conditions. The Integrated Conditions will be attached to each Global Debt Obligation representing Debt Obligations of the relevant Series and will be endorsed on any Definitive Debt Obligations issued FR:

20 FORM OF THE DEBT OBLIGATIONS The Debt Obligations of each Series will be in either bearer form, with or without interest coupons attached, or registered form, without interest coupons attached. Bearer Debt Obligations will be issued outside the United States to non-u.s. persons in reliance on Regulation S. Registered Securities may be issued both outside the United States in reliance on Regulation S and within the United States in reliance on Rule 144A or another applicable exemption from the registration requirements of the Securities Act. Registered Notes will only be issued outside the United States in reliance on Regulation S unless appropriate amendments are made to the Terms and Conditions of the Notes in the applicable Final Terms permitting Registered Notes to be issued within the United States. Bearer Debt Obligations Each Tranche of Bearer Securities will be issued in the form of either a temporary bearer global security (a Temporary Bearer Global Security) or a permanent bearer global security (a Permanent Bearer Global Security) and each Tranche of Bearer Notes will be initially issued in the form of either a temporary bearer global note (a Temporary Bearer Global Note and, together with a Temporary Bearer Global Security, the Temporary Bearer Global Debt Obligations) or a permanent bearer global note (a Permanent Bearer Global Note and, together with a Permanent Bearer Global Security, the Permanent Bearer Global Debt Obligations) as indicated in the applicable Final Terms, which, in any case, will be delivered on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary) for Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). Whilst any Bearer Debt Obligation is represented by a Temporary Bearer Global Debt Obligation, payments of principal, interest (if any) and any other amount payable in respect of the Debt Obligations due prior to the Exchange Date (as defined below) will be made against presentation of the Temporary Bearer Global Debt Obligation only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in such Bearer Debt Obligation are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Principal Paying Agent. On and after the date (the Exchange Date) which is 40 days after a Temporary Bearer Global Debt Obligation is issued, interests in such Temporary Bearer Global Debt Obligation will be exchangeable (free of charge) as described therein either for (i) interests in a Permanent Bearer Global Debt Obligation of the same Series or (ii) for definitive Bearer Debt Obligations of the same Series with, where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Final Terms and subject, in the case of definitive Bearer Debt Obligations, to such notice period as is specified in the applicable Final Terms), in each case against certification of beneficial ownership as described above unless such certification has already been given, provided that purchasers in the United States and certain U.S. persons will not be able to receive definitive Bearer Debt Obligations. The holder of a Temporary Bearer Global Debt Obligation will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Bearer Global Debt Obligation for an interest in a Permanent Bearer Global Debt Obligation or for definitive Bearer Debt Obligations is improperly withheld or refused. Payments of principal, interest (if any) or any other amounts on a Permanent Bearer Global Debt Obligation will be made through Euroclear and/or Clearstream, Luxembourg against presentation or surrender, as the case may be, of the Permanent Bearer Global Debt Obligation without any requirement for certification. The applicable Final Terms will specify that a Permanent Bearer Global Debt Obligation will be exchangeable (free of charge), in whole but not in part, for definitive Bearer Debt Obligations with, where applicable, receipts, interest coupons and talons attached only upon the occurrence of an Exchange Event. For these purposes, Exchange Event means: (A) in the case of the Securities that the Issuer has been notified that both Euroclear and Clearstream, Luxembourg have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system is available; and (B) in the case of the Notes that: (i) an Event of Default (as defined in Condition 8 of the Terms and Conditions of the Notes) has occurred and is continuing; FR:

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