Arranger and Dealer UBS Limited

BASE PROSPECTUS VIS Finance S.A. (a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, boulevard Konrad Adenauer, L-1115 Luxembourg and registered with the Luxembourg trade and companies register under number B. 166.336) Limited Recourse Secured Securities Programme VIS Finance S.A. (the Issuer ) may from time to time issue Securities and enter into Alternative Investments (together with the Securities, the Investments ) under its Limited Recourse Secured Securities Programme (the Programme ). Securities will be issued to the Dealers specified below, and any additional dealer appointed under the Programme from time to time, which appointment may be for a specific Series of Securities or on an ongoing basis. Such Investments may be denominated in any currency agreed between the Issuer and any relevant dealer(s) (each a Dealer and together the Dealers ) as specified in the Series Prospectus, the initial Dealer in respect of the Programme being UBS Limited. The Issuer is subject to the Luxembourg act dated 22nd March, 2004 on securitisation, as amended (the Securitisation Act 2004 ). Under the Securitisation Act 2004, the Issuer, as a regulated entity within the meaning of the Securitisation Act 2004, is entitled to issue securities or shares to the public on an ongoing basis. Securities will be issued in one or more separate Series (each a Series ) each relating to a separate compartment created by the board of directors of the Issuer (each a Compartment ) on the Terms and Conditions set out herein as supplemented and amended in respect of each issue of Securities by a series prospectus (a Series Prospectus ). A Compartment is a separate part of the Issuer's assets and liabilities. The Mortgaged Property is in principle exclusively available to satisfy the rights of the holders of the relevant Series of Securities and the rights of the creditors whose claims have arisen as a result of the creation, the operation or the liquidation of the Compartment, as contemplated by the articles of association of the Issuer (the Articles of Association ). The Mortgaged Property in respect of a Series may include certain debt securities owned by the Issuer and one or more interest rate, currency exchange, or other hedging agreement entered into by the Issuer. Claims of the Securityholders and the Counterparty (if any) of each Series of Securities will be limited in recourse to the Mortgaged Property relating to such Series (see Risk Factors - Limited recourse and shortfall on enforcement and realisation of Mortgaged Property on page 16). Securityholders, by subscribing to the Securities, expressly accept, and shall be deemed to be bound by, the provisions of the Securitisation Act 2004 and in particular, the provisions on limited recourse, no petition, subordination and priority of payments and deliveries. The Base Prospectus has been approved by the Central Bank of Ireland (the Central Bank ) as competent authority under the Directive 2003/71/EC (as amended) (the Prospectus Directive ). The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. This Base Prospectus constitutes a base prospectus for the purposes of the Prospectus Directive. Such approval relates only to Securities which are to be admitted to trading on the regulated market of the Irish Stock Exchange or other regulated markets for the purposes of Directive 2004/39/EC or which are to be offered to the public in any Member State of the European Economic Area. Application will be made to The Irish Stock Exchange plc (the Irish Stock Exchange ) for certain Securities issued under the Programme during the period of 12 months from 25 September 2015 to be admitted to the Official List (the Official List ) and trading on its regulated market. No assurance can be given that such an application to admit Securities to the Official List and to trading on its regulated market will be successful. The Irish Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC. The Programme permits the Issuer to issue Securities to be admitted to trading on the Global Exchange Market operated and regulated by the Irish Stock Exchange ("GEM"). GEM is not considered to be a regulated market for the purposes of the Prospectus Directive. The Programme provides that Securities 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 Securities and/or Securities not admitted to trading on any market. This Base Prospectus constitutes Base Listing Particulars where Securities issued by the Issuer are to be listed or admitted to trading on GEM. Application has been made to the Irish Stock Exchange for the approval of this document as Base Listing Particulars. Application may be made for Securities to be admitted to the Official List and to trading on GEM. Where Securities are to be admitted to trading on GEM, the term "Base Prospectus" should be taken to mean Base Listing Particulars as such term is defined in the Irish Stock Exchange s rules relating to GEM. Securities may be issued in bearer or registered form and may be represented by one or more Global Securities or by Individual Certificates, in each case as specified in the relevant Series Prospectus. The Securities do not represent a participation in any of the collective investment schemes pursuant to Art. 7 ss of the Swiss Federal Act on Collective Investment Schemes ( CISA ) and thus do not require an authorisation of the Swiss Financial Market Supervisory Authority. Therefore, investors in Securities offered to the public in Switzerland are not eligible for the specific investor protection under the CISA. Neither the Securities nor the Asset Amount (as defined in the Conditions), if any, have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may include Securities in bearer form that are subject to U.S. tax law requirements. Consequently, except as set forth in the relevant Series Prospectus, the Securities (a) may not be offered, sold, resold, delivered or otherwise transferred at any time within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act ( Regulation S )) and (b) may be offered, sold, resold, delivered or otherwise transferred at any time only to transferees that are Non-United States Persons (as defined by the Commodity Futures Trading Commission). For a description of certain restrictions on offers and sales of Securities in the United States, see Subscription and Sale and Transfer Restrictions on page 279 below and such further restrictions as may be described in the relevant Series Prospectus. The rating of certain Series of Securities to be issued under the Programme may be specified in the relevant Series Prospectus. Whether or not each credit rating applied for in relation to a relevant Series of Securities will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 will be disclosed in the Series Prospectus. This Base Prospectus contains references to credit ratings granted by Moody s Investors Service Limited, Standard & Poor s Credit Market Services Europe Limited and Fitch Ratings Limited. Each of Moody s Investors Service Limited, Standard & Poor s Credit Market Services Europe Limited and Fitch Ratings Limited is established in the European Union and is registered under the CRA Regulation. Prospective investors should be aware of the risks involved in investing in the Securities (see Risk Factors on page 15 and, where applicable, the relevant Series Prospectus. Arranger and Dealer UBS Limited The date of this Base Prospectus is 25 September 2015

Capitalised terms used in this Base Prospectus shall have the meanings given to them in this Base Prospectus or, as the case may be, in the relevant Series Prospectus. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. This Base Prospectus has been prepared for the purpose of providing information with regard to the Issuer and the Securities. The Issuer (the Responsible Person ) accepts responsibility for the information contained in this Base Prospectus. 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 contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Neither the Trustee nor any Dealer has or will have separately verified the information contained herein or in any Series Prospectus. Accordingly, no representation, warranty or undertaking, express or implied, is or will be made and no responsibility or liability is or will be accepted by the Trustee or any Dealer as to the accuracy or completeness of the information contained in this Base Prospectus or in any Series Prospectus or any other information provided by the Issuer in connection with the Programme or the Securities or their distribution. The statements made in this paragraph are made without prejudice to the responsibility of the Issuer under the Programme. No person is or has been authorised by the Issuer or the Trustee 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 Securities and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, any Dealer or the Trustee. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Securities (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer, any Dealer or the Trustee that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Securities should purchase any Securities. Each investor contemplating purchasing any Securities should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Securities constitutes an offer or invitation by or on behalf of the Issuer, any Dealer or the Trustee to any person to subscribe for or to purchase any Securities. Neither the delivery of this Base Prospectus or any Series Prospectus, nor the offering, sale or delivery of Securities shall in any circumstances imply that the information contained herein or therein concerning the Issuer is correct at any time subsequent to the date hereof or thereof (as the case may be) 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 Dealer(s) and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer during the life of the Programme or to advise any investor in the Securities of any information coming to their attention. This Base Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Securities 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 any Series Prospectus and the offer or sale of Securities may be restricted by law in certain jurisdictions. The Issuer, the Trustee and the relevant Dealer(s) do not and will not represent that this Base Prospectus or any Series Prospectus may be lawfully distributed, or that the Securities 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 2

or will be taken by the Issuer, the Trustee or any Dealers (save as specified in the relevant Series Prospectus) which is intended to permit a public offering of the Securities or distribution of this Base Prospectus or any Series Prospectus in any jurisdiction where action for that purpose is required. Accordingly, the Securities may not be offered or sold, directly or indirectly, and neither this Base Prospectus nor any Series 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, any Series Prospectus or any Securities come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and any Series Prospectus and the offer or sale of Securities in the United States, the European Economic Area (including the United Kingdom, Luxembourg and Italy) and Switzerland (see Subscription and Sale and Transfer Restrictions on page 279 below). The Issuer has been established as a special purpose vehicle for the purpose of issuing asset backed securities having adopted the form of a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg. The Issuer's activities are subject to the Securitisation Act 2004 and the Issuer is a regulated entity within the meaning of the Securitisation Act 2004. Copies of the Articles of Association as at the date of this document have been lodged with the Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) and the Issuer is registered with the Luxembourg trade and companies register under number B. 166.336. A copy of the Articles of Association can also be found at www.vis-finance.lu. The Articles of Association are published in the Mémorial, Recueil des Sociétés et Associations, C-No. 634 on page 30404. Under the Securitisation Act 2004, the Issuer, as a regulated entity within the meaning of the Securitisation Act 2004, is entitled to issue Securities or its shares to the public on an ongoing basis. The language of the Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. Any websites referred to herein do not form part of the Base Prospectus. All references in this Base Prospectus or any Series Prospectus to U.S. dollars and U.S.$ are to the currency of the United States of America, those to Sterling and are to the currency of the United Kingdom and those to euro, EUR and are 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. 3

TABLE OF CONTENTS Page Summary of the Terms of the Programme... 5 Risk Factors... 15 Overview of the Programme... 34 Questions and Answers... 47 Description of the Charged Assets... 52 Documents Incorporated by Reference... 53 Use of Proceeds... 54 Modules... 55 Registered Securities Base Conditions Module... 56 Annex 1 Single Name Credit Linked Securities Terms... 100 Annex 1 Linear Basket Credit Linked Securities Terms... 154 Bearer Securities Conditions Modules... 210 General Definitions Module... 217 Annex Form of Deed of Novation... 241 Description of the Issuer... 247 Description of UBS AG, London Branch... 251 Description of Deutsche Bank AG, London Branch... 253 Description of Deutsche Bank Luxembourg S.A... 254 Taxation... 255 Subscription and Sale and Transfer Restrictions... 279 General Information... 284 In connection with the issue of any Tranche of Securities, 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 Series Prospectus may over-allot Securities or effect transactions with a view to supporting the market price of the Securities of the Series of which such Tranche forms part 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 terms of the offer of the relevant Tranche of Securities 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 Securities and 60 days after the date of the allotment of the relevant Tranche of Securities. Any stabilisation action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules. 4

SUMMARY OF THE TERMS OF THE PROGRAMME Summaries are made up of disclosure requirements known as Elements. These Elements are numbered in sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for the Securities and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in this Summary because of the type of securities and issuers, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the Summary with the mention of Not applicable. This Summary relates to the VIS Finance S.A. Limited Recourse Securities Programme. This Summary is qualified in its entirety by the remainder of this Prospectus. Element Disclosure requirement A.1 Introduction and warnings A.2 Consent to the use of the prospectus, the offer period and other conditions of use B.1 Legal and commercial name of Issuer B.2 Domicile and legal form of the issuer, the legislation under which the issuer operates and its country of This summary should be read as an introduction to this base prospectus (the Base Prospectus ). Any decision to invest in Securities should be based on a consideration of this Base Prospectus as a whole by the investor. Where a claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member State, have to bear the costs of translating this Base Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus or it does not provide, when read together with the other parts of this Base Prospectus, key information in order to aid investors when considering whether to invest in Securities. Element A.2 is not applicable at Programme level but further details on consent by the Issuer to the use of this Base Prospectus by a financial intermediary to place or offer any Securities issued under the Programme, the details of the financial intermediary, the offer period within which such Securities can be resold or placed by the financial intermediary and any other relevant conditions attached to the giving of the Issuer s consent may be provided in the relevant Series Prospectus summary. VIS Finance S.A. The Issuer has been established as a special purpose vehicle for the purpose of issuing asset backed securities having adopted the form of a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg. The Issuer's activities are subject to the Securitisation Act 5

incorporation B.16 Description of whether the Issuer is directly or indirectly owned or controlled and by whom and nature of such control B.17 Credit ratings assigned to an issuer or its debt securities at the request of the issuer in the rating process 2004 and the Issuer is a regulated entity within the meaning of the Securitisation Act 2004. The Issuer has its registered office in Luxembourg. Not applicable - all of the issued shares are held by Stichting VIS Finance. Stichting VIS Finance is a foundation (stichting) incorporated under the laws of The Netherlands and is not owned or controlled by any person. Stichting VIS Finance s Deed of Incorporation (which includes its articles of association) contains certain provisions ensuring Stichting VIS Finance does not abuse its position of control, including an express objects clause which stipulates that it exercises any and all rights attached to the shares of VIS Finance S.A. in such a manner as to safeguard the interests of VIS Finance S.A. and any and all persons concerned to the best of the foundation s ability, including in relation to any of the voting rights to the shares in VIS Finance S.A. and to perform any and all acts that may be related, incidental or which may be conducive to safeguarding such interests. Neither the Issuer nor the Programme have been rated. Securities of any Series may be rated by Standard and Poor's Ratings Services, a Division of the McGraw-Hill Companies, Inc., Moody's Investors Services Limited and/or any other recognised debt rating agency. Each rating will address the Issuer's ability to perform its obligations under the terms of the Securities. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. A suspension, reduction or withdrawal of the rating assigned to the Securities may adversely affect the market price of the Securities. B.20 A statement whether the issuer has been established as a special purpose vehicle or entity for the purpose of issuing asset backed securities B.21 A description of the issuer s principal activities including a global overview of the parties to the securitisation program including information on the direct or indirect ownership or The Issuer has been established as a special purpose vehicle for the purpose of issuing asset backed securities having adopted the form of a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg. The Issuer s business is the issue of securities based on investor demand and earning fees in connection with such activity. The corporate objects of the Issuer are to enter into, perform and serve as a vehicle for, any securitisation transactions as permitted under the Securitisation Act 2004. It is anticipated that in respect of an issue of securities UBS AG, London Branch will act as the Counterparty 6

control between those parties under any Swap Agreement as well as Selling Agent and Calculation Agent. UBS Limited is the Arranger and Dealer, Deutsche Bank AG, London Branch (which is the London branch of Deutsche Bank Aktiengesellschaft) is the Principal Paying Agent, Deutsche Trustee Company Limited is the Trustee and Deutsche Bank Luxembourg S.A. is the Custodian, Registrar and Corporate Services Provider in respect of the Issuer (and together with UBS AG, Deutsche Bank AG and Deutsche Trustee Company Limited, each such entity is a Programme Party ) and is directly or indirectly a wholly owned subsidiary of Deutsche Bank AG. Deutsche Trustee Company Limited and Deutsche Bank Luxembourg S.A. are directly or indirectly wholly owned subsidiaries of Deutsche Bank AG. Each Programme Party s relationship with the Issuer is to act in its respective capacity described above. B.22 Statement that the Issuer has not commenced operations and no financial statements have been made up as at the date of the Prospectus B.23 Selected key historical financial information about the Issuer Not applicable the Issuer has commenced operations and has prepared financial statements. Selected historical key financial information of the Issuer with respect to the years ended 31 December 2013 and 31 December 2014 (which has been extracted from the Issuer s audited financial statements which are incorporated by reference into the Base Prospectus): Balance Sheet of the Issuer as at 31 December 2013 Total Assets: 547,194,685 Total Liabilities:. 547,194,685 Balance Sheet of the Issuer as at 31 December 2014 Total Assets: 1,369,177,140 Total Liabilities:. 1,369,177,140 B.24 Description of any material adverse change since the date of the Issuer s last published audited financial statements B.25 Description of the underlying assets Not applicable there has been no material adverse change in the prospects of the Issuer since 31 December 2014, the date of its last audited financial statements. The Securities are secured against the Charged Assets, which may comprise debt obligations issued by the government of any country, other transferrable debt 7

obligations or such other assets as may be specified in the relevant Series Prospectus. B.26 Parameters within which an actively managed pool of assets backing the issue is managed B.27 Statement regarding fungible issues An actively managed pool of assets backing an issuance of Securities issued under the Programme may be applicable. If a Series of Securities is backed by an actively managed pool of assets, the relevant Series Prospectus shall specify the parameters within which certain investments can be made along with the name and description of the entity responsible for managing such pool of assets. The Issuer shall be at liberty from time to time, without the consent of the Securityholders (but subject to the consent of the Counterparty (if any) in the case of (i) below) to create and issue further securities either: (i) so as to be consolidated and form a single Series with the relevant existing Series of Securities; or (ii) to form a separate Series from the existing Series of Securities upon such terms as to security, interest or Premium Amount, premium, redemption, exercise and otherwise as the Issuer may, in its absolute discretion, at the time of the issue thereof determine. B.28 Description of the structure of the transaction B.29 Description of the flow of funds and other material forms of credit enhancement and providers thereof B.30 The name and description of the originators of the securitised assets C1. A description of the type and the class of A separate compartment will be created by the board of directors of the Issuer in respect of each Series of Securities (each a Compartment ) issued under the Programme. A Compartment is a separate part of the Issuer's assets and liabilities. The Mortgaged Property is in principle exclusively available to satisfy the rights of the holders of the relevant Series of Securities and the rights of the relevant creditors whose claims have arisen as a result of the creation, the operation or the liquidation of the Compartment. Further details on the specific Compartment and relevant creditor entities will be specified in the relevant Series Prospectus. The Issuer may enter into Swap Agreement(s) in connection with a particular Series of Securities, the purpose of which is to allow the Issuer to perform its scheduled obligations under the Securities. Under a Swap Agreement the Issuer will, inter alia, exchange the payments received under the Charged Assets for the payment flows required to meet the amounts due under such Securities. The relevant Series Prospectus shall specify whether Swap Agreement(s) are applicable and the identity of the relevant parties to such Swap Agreement(s). The name and description of the originators of the securitised assets in respect of a Series of Securities issued under the Programme shall be specified in the relevant Series Prospectus. Securities may be bonds, notes or certificates. Types of Securities which may be issued by the Issuer include, 8

the securities being offered and/or admitted to trading, including any security identification number without limitation, Fixed Rate Securities, Floating Rate Securities, Zero Coupon Securities, Indexed Interest Securities and Credit Linked Securities and shall be specified in the relevant Series Prospectus. C2. Currency Securities may be issued in any currency as agreed between the Issuer and the relevant Dealer(s), subject to any applicable legal or regulatory restrictions. C5. A description of any restrictions on the free transferability of the securities C.8 Rights attached to the securities including ranking and limitations to those rights Selling restrictions apply to offers, sales or transfers of Securities under the applicable laws in various jurisdictions. A purchaser of Securities is required to make certain agreements and representations as a condition to purchasing such Securities. Status and Security The Securities are secured limited recourse obligations of the Issuer, ranking pari passu, without any preference among themselves. The Issuer will grant to the Trustee the following security to secure its obligations under each Series of Securities and the relevant Swap Agreement(s): (i) a first ranking assignment by way of security of all of the Issuer s Rights under the Agency Agreement; (ii) a first ranking assignment by way of security of all of the Issuer s Rights to, under and in respect of, the Charged Assets; (iii) a first ranking assignment by way of security of the Issuer s Rights under the Swap Agreement(s), the Issuer s Rights under the Sale Agreement, the Issuer s Rights under the Placing Agreement and the Issuer s Rights under any Additional Agreement; and (iv) a first ranking assignment by way of security of all of the Issuer s Rights to any of its bank accounts in respect of such Series (but excluding for the avoidance of doubt, the Issuer s bank account containing the paid up ordinary share capital of the Issuer). The secured creditors of all Series of Securities of the Issuer have also been secured under the Trust Instrument executed in respect of the first Series of Securities issued by the Issuer by a first floating charge over the whole of the undertaking and assets of the Issuer (other than, among other things, the money representing paid up ordinary share capital of the Issuer and any transaction fees payable to the Issuer on each issue of Securities), to the extent that such undertaking and assets are not allocated to a compartment (within the meaning of the Securitisation Act 2004) which has been set up by the Issuer in connection with a Series or any other issue of Securities by the Issuer, which will 9

become enforceable upon formal notice being given of an intention to appoint an administrator in relation to the Issuer or an application being made to, or a petition being lodged or a document being filed with, the court for administration in relation to the Issuer. Limited Recourse and Non-Petition Claims against the Issuer by holders of each Series of Securities will be limited to the net assets of the relevant Series included in the relevant Compartment. The rights of holders of Securities issued in respect of a Compartment and the rights of creditors are limited to the assets of that Compartment, where those rights relate to that Compartment or have arisen as a result of the constitution, the operation or the liquidation of the relevant Compartment. The assets of a Compartment are in principle available only to satisfy the rights of holder of Securities issued in relation to that Compartment and the rights of creditors whose claims have arisen as a result of the constitution, the operation or the liquidation of that Compartment. The right of Securityholders of any Series issued in respect of, and allocated to, each Compartment to participate in the assets of the Issuer is limited to the Mortgaged Property relating to such Series. If the enforcement and realisation, as applicable, of the Mortgaged Property is not sufficient to make all payments and deliveries, as applicable, due in respect of the Securities, then the obligations of the Issuer in respect of the Securities of that Series will be limited to the Mortgaged Property of the Compartment in respect of that Series. The Issuer will not be obliged to make any further payment or delivery, as applicable, for any Series of Securities in excess thereof. Following application of the proceeds of enforcement and realisation, as applicable, of the relevant Mortgaged Property in accordance with the relevant Conditions, the claims of the relevant Securityholders, and any other secured creditors for any shortfall shall be extinguished and the relevant Securityholders and the other secured creditors (and any person acting on behalf of any of them) may not take any further action to recover such shortfall. Order of Priorities Amounts received or recovered in respect of the Mortgaged Property shall be applied, after payment or satisfaction of all amounts due and unpaid to the Trustee (and any appointee thereof) and the agents of the Issuer on either a Securityholder Priority Basis or Pari Passu Basis or Counterparty Priority Basis or Counterparty/Securityholder Priority Basis. Negative Pledge/Restrictions There is no negative pledge. However, so long as any 10

of the Securities remain outstanding, the Issuer will not, without the prior written consent of the Trustee and the Counterparty (if any) (i) engage in any activity or do anything whatsoever except (A) issue Securities and issue or, as the case may be, enter into Alternative Investments which are subject to the Securitisation Act 2004, (B) acquire and own Charged Assets or any assets used to secure any Investments and exercise its rights and perform its obligations in respect thereof, (C) enter into and perform its obligations under the Transaction Documents, (D) enforce any of its rights under the Transaction Documents, any Securities or the Mortgaged Property relating to any Series, (E) as permitted by (ii) below, (F) perform any act incidental to or necessary in connection with any of (A) - (E), including entering into any swap, option or forward foreign exchange agreement in connection with the issue of Securities, (ii) have any subsidiaries, save in certain limited circumstances and subject to certain specified criteria, (iii) dispose of any of its property or other assets or part thereof or interest therein (other than as contemplated under (i) above or in connection with a purchase of Securities permitted under Condition 9), (iv) create or permit within its control the subsistence of any form of security or equivalent over the Mortgaged Property, other than the security outlined above created under the Trust Instrument, (v) have any employees, (vi) declare any dividends or make any distributions of any other kind, (vii) issue any further shares or (viii) take any action which would lead to the dissolution, liquidation or winding up of itself or amend its constitutional documents. Events of Default The conditions of the Securities contain the following events of default (each an Event of Default ): (a) default is made for a period of 14 days or more in the payment of any sum and/or, as applicable, the delivery of any asset due in respect of the Securities or any of them; or (b) (i) the Issuer fails to perform or observe any of its other obligations under the Securities or the Trust Instrument, (ii) the breach of which obligation the Trustee shall have certified to be in its opinion materially prejudicial to the interests of the Securityholders and (iii) where in the opinion of the Trustee such failure is capable of remedy and such failure continues for a period of 30 days (or such longer period as the Trustee may permit) following the service by the Trustee on the Issuer of notice requiring the same to be remedied; or (c) bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), reprieve from payment (sursis de paiement), controlled management (gestion contrȏlée), fraudulent conveyance 11

(action pauliana), general settlement or composition with creditors (concordat préventif de faillte), reorganisation or similar Luxembourg or foreign law proceedings affecting the rights of creditors generally are opened against the Issuer and remain unstayed in effect for a period of 30 consecutive days. Meetings The conditions of the Securities will contain provisions for convening meetings of Securityholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority. Governing Law English law. C.9 Interest and yield; name of representative of debt security holders See C.8 above, plus: Interest or Premium Amount Interest will be payable at such rate(s) and on such date(s) as may be agreed between the Issuer and the relevant Dealer(s) and will be calculated on the basis of such Day Count Fraction as may be agreed between the Issuer and the relevant Dealer(s) or, as the case may be, the Premium Amount will be such amount as may be agreed between the Issuer and the relevant Dealer(s). Redemption Securities may be redeemed at or before their stated maturity in such amount as may be agreed between the Issuer and the relevant Dealer(s). Yield The annual yield on the Securities may be calculated at the Issue Date on the basis of the Issue Price. Name of representative of debt security holders Deutsche Trustee Company Limited (acting in its capacity as Trustee) shall be the representative of the debt security holders, unless otherwise agreed between the Issuer and the relevant Dealer(s). C.10 Explanation on how the interest amount is affected by the value of the underlying See C.9 above, plus: Securities issued under the Programme may have an interest amount linked to derivative instrument(s) referencing certain assets and/or indices, and such derivative instrument(s) shall be specified in the relevant Series Prospectus. The value of the derivative 12

instrument(s) will be dependent on the assets and/or indices referenced by the respective instrument. The relevant Series Prospectus will describe the effect the value of the derivative instrument(s) can have on the interest amount payable under the relevant Series of Securities, including those instances where the interest amount payable may increase, or as the case may be, decrease. C.11 Listing and admission to trading of the Notes Application will be made to the Irish Stock Exchange for certain Securities issued under the Programme during the period of 12 months from 25 September 2015 to be admitted to the Official List and trading on its regulated market. No assurance can be given that such an application to admit Securities to the Official List and to trading on its regulated market will be successful. The Irish Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC. Securities may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the Issuer and the relevant Dealer(s) in relation to a specific Series. Securities which are neither listed nor admitted to trading on any market may also be issued. C.12 Minimum Denomination D.2 Key information on the key risks that are specific to the issuer D.3 Key information on the key risks that are specific to the debt securities The minimum denomination of each Security will be such 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 Currency of such Security. There are certain factors that are material for the purpose of assessing the risks associated with the Issuer. These factors could take effect individually or together and include the Securities being limited recourse obligations (meaning that the Securityholder s claims may be extinguished if there is a shortfall in funds available to meet payments under the Securities) and related risks, that neither the Trustee nor Securityholders are entitled to petition or take any other step for the winding-up of or the appointment of an examiner to the Issuer and further issues of Securities by the Issuer. There are also certain factors which are material for the purpose of assessing the risks associated with Securities. These include the fact that such Securities may not be a suitable investment for all investors (for example if they do not have the requisite knowledge and experience in financial and business matters to evaluate the merits and risks of an investment in the Issuer in context of their financial position or are not capable of bearing the economic risk of an investment in the Issuer for an indefinite period of time), the Swap Agreement(s) (if any) (for example its possible early termination in various circumstances which would result in the cancellation of the Securities) and the related credit exposure to any Counterparty. Other risks, including, 13

E.2b Reasons for the offer and use of proceeds without limitation, sovereign risk, Eurozone risk and political, economic, geographical or industry related risks that are not directly related to the Securities may also materially affect the value and performance of the Securities. The net proceeds of issues of Securities will be applied by the Issuer to purchase the Charged Assets applicable to such Series and/or to fund any initial payment obligations under any related Swap Agreement(s) and/or in meeting certain expenses and fees payable in connection with the operations of the Issuer and the issue of any Securities. E.3 A description of the terms and conditions of the offer E.4 Interest material to the offer including conflicts of interests E.7 Estimated expenses charged to the investor Element E.3 is not applicable at Programme level but further details on the terms and conditions of the offer of a Series of Securities will be specified in the relevant Series Prospectus. Various potential and actual conflicts of interest may arise between the interests of the Securityholders of a Series of Notes and either the Issuer, the Counterparty (if applicable) and/or any other parties as may be specified in the relevant Series Prospectus, as a result of the various businesses, management, investment and other activities of such persons. Each such person and its respective affiliates acting in such capacities in connection with the issue of Securities shall have only the duties and responsibilities expressly agreed to by it in the relevant capacity specified in the relevant Series Prospectus and shall not, by virtue of its or any other affiliates acting in any other capacity, be deemed to have other duties or responsibilities or be deemed to hold a standard of care other than as expressly provided with respect to each such capacity. None of such persons is required to resolve such conflicts of interest in favour of the Securityholders. Any other interests that are material to the issue of a Series of Securities shall be specified in the relevant Series Prospectus. Element E.7 is not applicable at Programme level but further details on estimated expenses of a Series of Securities (which will be charged to the relevant investor(s)) shall be specified in the relevant Series Prospectus. 14

RISK FACTORS The purchase of the Securities may involve substantial risks and is suitable only for sophisticated purchasers who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Securities. The Issuer believes that the following factors may affect either its ability to fulfil its obligations under the Securities or the performance of the Securities. Some 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. The Issuer believes that the factors described below represent the principal risks inherent in investing in the Securities, but the inability of the Issuer to pay interest (if any), principal, Premium Amount (if any), or other amounts on or in connection with the Securities may occur for other reasons and the Issuer does not represent that the statements below regarding the risks of holding any Securities are exhaustive. Prospective purchasers should also read the detailed information set out elsewhere in this Base Prospectus and, in the light of their own financial circumstances and investment objectives, reach their own views prior to making any investment decision. Additional risk factors may be set out in the Series Prospectus for any Series and prospective purchasers should also read those risk factors in connection with the Securities to which that Series Prospectus relates. Risk factors relating to the Issuer Securitisation Act 2004 and Compartments The Issuer is a public limited liability company (société anonyme) incorporated under Luxembourg law and is established as a société de titrisation within the meaning of the Securitisation Act 2004 which provides that claims against the Issuer by the Securityholders will be limited to the assets of the relevant Series included in the relevant Compartment (as defined below). The rights of Securityholders and the responsibilities of the Issuer to the Securityholders under Luxembourg law may therefore be materially different from those with regard to equivalent instruments under the laws of the jurisdictions in which the Securities are offered. Under the Securitisation Act 2004, the assets of each Compartment (the Mortgaged Property ) for each Series and the proceeds thereof are, in principle, exclusively available for distribution to the specified Securityholders and the relevant Counterparties relating to such Series. A creditor of the Issuer may have claims against the Issuer in respect of more than one Series, in which case the claims in respect of each individual Series will be limited to the Mortgaged Property relating to such Series only. The board of directors of the Issuer (the Board ) may establish one or more compartments (together the Compartments and each a Compartment ) each of which is a separate and distinct part of the Issuer's estate (patrimoine) and which may be distinguished by the nature of acquired risks or assets, the Terms and Conditions of the Securities (the Conditions ) as supplemented and amended by the relevant Series Prospectus, the reference currency or other distinguishing characteristics. The Conditions of the Securities issued in respect of, and the specific objects of, each Compartment shall be determined by the Board. Each Securityholder shall be deemed to fully adhere to, and be bound by, the Conditions applicable to the relevant Securities and the articles of association (the Articles of Association ) of the Issuer. Pursuant to the Securitisation Act 2004, the conditions of issue of the Securities are also binding on the Issuer and are valid as against third parties in the event of the liquidation of one or more Compartments, of bankruptcy proceedings in respect of the Issuer or more generally in determining the competing rights for payment of creditors, except that they are not binding on any creditors of the Issuer who have not expressly agreed to be bound by such conditions. 15

Subject to any particular rights or limitations for the time being attached to any Securities, as may be specified in the Articles of Association or upon which such Securities may be issued including, without limitation, the Conditions and the relevant Series Prospectus, if the net assets of a Compartment are liquidated and, as applicable, distributed, those assets and the proceeds thereof, as applicable, shall be applied in the order set out in the Conditions. Each Compartment represents a separate and distinct part of the Issuer's estate (patrimoine). The rights of holders of Securities issued in respect of a Compartment and the rights of creditors are, in principle, limited to the assets of that Compartment, where these rights relate to that Compartment or have arisen as a result of the constitution, the operation or the liquidation of the relevant Compartment are limited to the assets of that Compartment. The assets of a Compartment are, in principle, exclusively available to satisfy the rights of holders of Securities issued in relation to that Compartment and the rights of creditors whose claims have arisen as a result of the constitution, the operation or the liquidation of that Compartment. Fees, expenses and other liabilities incurred on behalf of the Issuer but which do not relate specifically to any Compartment, under certain circumstances, may be payable out of the assets allocated to Compartments in accordance with the Issuer's Articles of Association. The Board shall ensure, to the extent possible (although there is no guarantee that the Board will be able to achieve this), that creditors of such liabilities expressly waive recourse to the assets of any Compartment. The Board shall establish and maintain separate accounting records for each of the Compartments of the Issuer in order to ascertain the rights of holders of Securities in respect of each Compartment. Such accounting records will be conclusive evidence of such rights in the absence of manifest error. The Mortgaged Property may include the proceeds of the issue of the Securities of the relevant Series, the relevant Swap Agreement(s), any Charged Assets relating to such Series and any proceeds from the relevant Swap Agreement(s). The fees, costs and expenses in relation to the Securities of each Series are allocated to the Compartment relating to the relevant Series in accordance with the Conditions. Securityholders of a Series will have recourse only to the Mortgaged Property relating to the relevant Series. The rights of all holders of a Series will be restricted to the Mortgaged Property for such Series. Limited recourse and shortfall on enforcement and realisation of Mortgaged Property The right of Securityholders of any Series issued in respect of, and allocated to, each Compartment to participate in the assets of the Issuer is limited to the Mortgaged Property relating to such Series. If such Mortgaged Property and the proceeds of enforcement and realisation thereof, as applicable, are not sufficient to make all payments and deliveries, as applicable, due in respect of the Securities, then the obligations of the Issuer in respect of the Securities of that Series will be limited to the Mortgaged Property of the Compartment in respect of that Series, as specified in the Conditions, the Articles of Association and the relevant Series Prospectus. The Issuer will not be obliged to make any further payment or delivery, as applicable, for any Series of Securities in excess thereof. Following application of the relevant Mortgaged Property and the proceeds of enforcement and realisation thereof, as applicable, in accordance with the Conditions, the claims of the relevant Securityholders and the relevant Counterparties of the relevant Series for any shortfall shall be extinguished and the relevant Securityholders and the relevant Counterparties (and any person acting on behalf of any of them) may not take any further action to recover such shortfall. Provided that such parties have agreed to a non-petition clause, none of them should be able to petition for the winding-up, the liquidation or the bankruptcy of the Issuer or any other similar insolvency related proceedings. Failure to make any payment or delivery, as applicable, in respect of any such shortfall shall in no circumstances constitute an event of default under the Conditions. Any shortfall shall be borne by the Securityholders and the Counterparties of the relevant Series in respect of which the Securities have been issued according to the priorities specified in the Conditions. 16