Part A Contractual Terms
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- Myrtle Baker
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1 EXECUTION COPY Final Terms dated 19 June 2006 OKO Bank plc ("OKO Bank") (incorporated with limited liability in the Republic of Finland) (formerly OKO Osuuspankkien Keskuspankki Oyj) Issue of EUR750,000,000 Floating Rate Instruments due June 2011 under the EUR8,000,000,000 Programme for the Issuance of Debt Instruments Part A Contractual Terms Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 2 November 2005 and the supplements to the Base Prospectus dated 1 March 2006 and 1 June 2006 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive"). This document constitutes the Final Terms of the Instruments described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the supplements to the Base Prospectus are available for viewing at the offices of Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB and on OKO Bank's website ( and copies may be obtained from the registered office of OKO Bank at Teollisuuskatu 1b, FIN Helsinki, Finland. 1. Issuer: OKO Bank plc 2. Series Number: Specified Currency or Currencies: Euro ("EUR") 4. Aggregate Nominal Amount of Instruments admitted to trading: EUR750,000, Issue Price: per cent of the Aggregate Nominal Amount 6. Specified Denominations: EUR50,000, subject to item 29 below 7. (i) Issue Date: 21 June 2006 (i) Interest Commencement Date 21 June Maturity Date: The Interest Payment Date falling in or nearest to June Interest Basis: 3 Month EURIBOR % Floating UK/840810/03 New/NEW
2 Rate Condition 5B is applicable (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest or Redemption/Payment Basis: 12. Put/Call Options: 13. Status of the Instruments: Unsubordinated 14. Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Instrument Provisions 16. Floating Rate Instrument Provisions Applicable (i) Interest Periods Quarterly (ii) Specified Interest Payment Dates: 21 March, 21 June, 21 September and 21 December in each year, commencing with the Interest Payment Date falling in September 2006 and ending on the Maturity Date, subject to adjustment in accordance with the Modified Following Business Day Convention (iii) Business Day Convention: Modified Following Business Day Convention (iv) Business Centre(s): London, TARGET (v) Manner in which the Rate of Interest is to be determined: Screen Rate Determination (vi) Party responsible for calculating the Rate of Interest and Interest Amount (if not the Fiscal Agent): The Fiscal Agent shall be the Calculation Agent (vii) Screen Rate Determination: Reference Rate: 3 Month EURIBOR Interest Determination Condition 5B.05 applies UK/840810/ New/NEW
3 Date(s): Relevant Screen Page: Telerate page 248 (or such other replacement page on that service which displays the relevant information) (viii) ISDA Determination: (ix) Margin: per cent. per annum (x) Minimum Rate of Interest: (xi) Maximum Rate of Interest: (xii) Day Count Fraction: Actual/360 (xiii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Instruments, if different from those set out in the Conditions: 17. Index-Linked Interest Instrument Provisions PROVISIONS RELATING TO REDEMPTION 18. Call Option 19. Put Option 20. Final Redemption Amount of each Instrument EUR50,000 per Instrument of EUR50,000 Specified Denomination 21. Early Redemption Amount Early Redemption Amount(s) of each Instrument payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): Conditions 6.02 and 7A.03 apply UK/840810/ New/NEW
4 GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS 22. Form of Instruments: Bearer Instruments: Temporary Global Instrument exchangeable for a Permanent Global Instrument. Permanent Global Instruments will not be exchangeable for Definitive Instruments. Clause 4 of the Permanent Global Instrument is expressly disapplied. 23. Relevant Financial Centre(s) or other special provisions relating to Payment Dates: 24. Talons for future Coupons or Receipts to be attached to Definitive Instruments (and dates on which such Talons mature): 25. Details relating to Partly Paid Instruments: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Instruments and interest due on late payment: 26. Details relating to Instalment Instruments: amount of each instalment, date on which each payment is to be made: 27. Redenomination, renominalisation and reconventioning provisions: No 28. Consolidation provisions: The provisions in Condition 15 (Further Issues) apply 29. Other final terms: The Specified Denomination of the Instruments shall be EUR50,000 - provided that, for so long as the Instruments are represented by a Global Instrument and the relevant Clearing System(s) so permit, the Instruments UK/840810/ New/NEW
5 shall be tradable in minimum nominal amounts of EUR50,000 and integral multiples of EUR1,000 thereafter. DISTRIBUTION 30. (i) If syndicated, names of Managers: Credit Suisse Securities (Europe) Limited Deutsche Bank AG, London Branch OKO Bank plc (ii) Stabilising Manager: Deutsche Bank AG, London Branch 31. If non-syndicated, name of Dealer: 32. Total commissions and concession: 33. Additional selling restrictions: LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted to trading the issue of the Instruments described herein pursuant to the EUR8,000,000,000 Programme for the Issuance of Debt Instruments of OKO Bank plc. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 No person shall have any right to enforce any term or condition of the Instruments under the Contracts (Rights of Third Parties) Act RESPONSIBILITY OKO Bank plc accepts responsibility for the information contained in these Final Terms. Signed on behalf of OKO Bank plc: By:... By:... Duly authorised Duly authorised UK/840810/ New/NEW
6 Part B Other Information 1. LISTING (i) Listing: London Stock Exchange (ii) Admission to trading: Application has been made for the Instruments to be admitted to trading on the regulated Gilt Edged and Fixed Interest market of the London Stock Exchange with effect from 21 June 2006 (iii) Estimate of total expenses related to admission to trading: 4, RATINGS Ratings: The Instruments to be issued have been rated: 1. S & P: AA - 2. Moody's: Aa2 3. Fitch: AA - 3. NOTIFICATION The Finnish Financial Supervision Authority has provided the United Kingdom Financial Services Authority with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Instruments has an interest material to the offer. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: For general corporate purposes (ii) Estimated net proceeds: EUR748,995,000 (iii) Estimated total expenses: The total expenses that can be determined as of the Issue Date are EUR300,000, such expenses excluding certain out-of pocket expenses incurred or to be incurred by or on UK/840810/ New/NEW
7 behalf of the Issuer in connection with the admission to trading of the Notes 6. OPERATIONAL INFORMATION ISIN Code: XS Common Code: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Societe Anonyme and the relevant identification number(s): Delivery: Names and addresses of additional Paying Agent(s) (if any): Delivery against payment UK/840810/ New/NEW
FINAL TERMS PART A. Contractual Terms
FINAL TERMS PART A Contractual Terms Final Terms dated 13 March 2006 OKO Osuuspankkien Keskuspankki Oyj ("OKO Bank") Issue of EUR 50,000,000 Floating Rate Instruments due 17 March 2008 (the Instruments
Part A - Contractual Terms
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(ii) Business Day Convention: The Modified Following Business Day Convention shall be applied on an adjusted basis.
(further particulars specified below). 10. Redemption/Payment Basis: Redemption at par. 11. Change of Interest Basis or Redemption/ Payment Basis: 12. Put/Call Options: 13. Status of the Notes: Subordinated.
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APPLICABLE FINAL TERMS
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Foppingadreef 7, 1102 BD Amsterdam, The Netherlands (Tel.: +31 (0) ).
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