Supplement No. 2 dated 14 June 2013 to the Debt Issuance Programme Prospectus dated 27 June 2012 ÖBB-INFRASTRUKTUR AKTIENGESELLSCHAFT Euro 20,000,000,000 Debt Issuance Programme Guaranteed by the Republic of Austria (the "Programme") This supplement no. 2 to the Euro 20,000,000,000 Debt Issuance Programme Prospectus of ÖBB-Infrastruktur Aktiengesellschaft ("ÖBB-Infrastruktur AG" or the “Issuer”) dated 27 June 2012 (the "Supplement No. 2") is prepared in connection with the Programme for the issue of notes issued under this Programme (the "Notes") of ÖBB-Infrastruktur AG and is supplemental to, and should be read in conjunction with, the Debt Issuance Programme Prospectus dated 27 June 2012 (the "Original Prospectus") and the supplement no. 1 to the Original Prospectus dated 29 April 2013 (the "Supplement No. 1") in respect of the Programme. This Supplement No. 2 is a supplement in the meaning of article 13.1 of the Luxembourg Act on Securities Prospectuses (loi relative aux prospectus pour valeurs mobilières) which implements article 16 of the Prospectus Directive. Unless otherwise stated or the context otherwise requires, terms defined in the Original Prospectus have the same meaning when used in this Supplement No. 2. As used herein "Prospectus" means the Original Prospectus as supplemented by the Supplement No. 1 and this Supplement No. 2. The Supplement No. 2 is related to (i) recent changes relating to the description of the Issuer and (ii) the publication of the annual financial report for the business year 2012 containing the consolidated financial statements of the Issuer as of 31.12.2012. In accordance with article 13.2 of the Luxembourg Act on Securities Prospectuses (loi relative aux prospectus pour valeurs mobilières), investors who have already agreed to purchase or subscribe for any securities issued under the Programme prior to the publication of this Supplement No. 2 shall have the right, exercisable within two working days after the publication of this Supplement No. 2, to withdraw their acceptance to purchase or subscribe for the securities, provided that any new factor, mistake or inaccuracy covered in this Supplement No. 2 arose before the final closing of the offer to the public and the delivery of the securities. The final date of the right of withdrawal is 18 June 2013. A withdrawal, if any, of an order must be communicated in writing to the Issuer at its registered office as specified in the Original Prospectus. However, as of the date of this Supplement No. 2, no issues, placements and offers of securities have been made by the Issuer or any other entity under the Programme. The Issuer has requested the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand- Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority (the "Competent Authority") under the Luxembourg Act on Securities Prospectuses (loi relative aux prospectus pour valeurs mobilières) to approve this Supplement No. 2 and to provide the competent authority in the Republic of Austria (“Austria”) and the Federal Republic of Germany (“Germany”) with a certificate of approval (each a "Notification") attesting that this Supplement No. 2 has been drawn up in accordance with the Luxembourg Act on Securities Prospectuses (loi relative aux prospectus pour valeurs mobilières). The Issuer may request the CSSF to provide competent authorities in additional host member states within the European Economic Area with a Notification. This Supplement No. 2 will be published in the same way as the Original Prospectus and the Supplement No. 1 in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and be available in printed form at the offices of the Issuer. To the extent that there is any inconsistency between any statement in this Supplement No. 2 and any other statement in the Base Prospectus and/or in the Supplement No. 1, the statements in this Supplement No. 2 will prevail. Save as disclosed in this Supplement No. 2, there has been no other significant new factor, material mistake or inaccuracy since the publication of the Base Prospectus and the Supplement No. 1. Responsibility Statement ÖBB-Infrastruktur AG with its registered office in Vienna, Austria, is responsible for the information given in this Supplement No. 2. The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplement No. 2 is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Notice This Supplement No. 2 should be read and understood in conjunction with the Original Prospectus, the Supplement No. 1 and with any document incorporated by reference into the Original Prospectus as supplemented by the Supplement No. 1 and this Supplement No. 2. Full information on the Issuer and any tranche of Notes is only available on the basis of the combination of the Original Prospectus, the Supplement No. 1, this Supplement No. 2 and relevant final terms (the "Final Terms"). The Issuer confirms that this Supplement No. 2 together with the Original Prospectus and the Supplement No. 1 contains all information which is material in the context of the Programme and the issue and offering of Notes thereunder; that the information contained herein is accurate in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts, the omission of which would make the Original Prospectus, as supplemented, as a whole or any of such information or the expression of any such opinions or intentions misleading; and that all reasonable enquiries have been made to ascertain all facts material for the purposes aforesaid. No person has been authorised to give any information which is not contained in or not consistent with the Original Prospectus, the Supplement No. 1 and this Supplement No. 2 or any other document entered into in relation to the Programme or any other information supplied in connection with the Programme and, if given or made, such information must not be relied upon as having been authorised by or on behalf of the Issuer. This Supplement No. 2 and the Original Prospectus and the Supplement No. 1 as well as any Final Terms reflect the status as of their respective dates of issue. The delivery of this Supplement No. 2 and the Original Prospectus, the Supplement No. 1 or any Final Terms and the offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of issue; or that there has been no adverse change in the financial condition of the Issuer since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied; or, if different, the date indicated in the document containing the same. The distribution of this Supplement No. 2 and/or the Original Prospectus, the Supplement No. 1 and any Final Terms, the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Supplement No. 2 and/or the Original Prospectus, the Supplement No. 1 or any Final Terms come are required to inform themselves about and observe any such restrictions. For a description of the restrictions applicable in the United States of America, the European Economic Area, the United Kingdom and Japan see "Selling Restrictions" of the Original Prospectus. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, and will include Notes in bearer form that are subject to tax law requirements of the United States of America. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States of America or to U.S. persons. This Supplement No. 2 and/or the Original Prospectus as well as the Supplement No. 1 may only be communicated or caused to be communicated in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 ("FSMA") does not apply. This Supplement No. 2, the Original Prospectus, the Supplement No. 1 and any Final Terms may not be used for the purpose of an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation. This Supplement No. 2, the Original Prospectus, the Supplement No. 1 and any Final Terms do not constitute an offer or an invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Notes. 2 The following significant new factors (as referred to in Art 16 (1) of the Prospectus Directive and Article 13.1 of Chapter 1 of Part II of the Luxembourg Act on Securities Prospectuses (loi relative aux prospectus pour valeurs mobilières) Prospectus Act) relating to the information included in the Original Prospectus, as supplmeneted by the Supplement No. 1, which are capable of affecting the assessment of the Notes, have arisen: (i) recent changes relating to the description of the Issuer and (ii) publication of the annual financial report for the business year 2012 containing the consolidated financial statements of the Issuer as of 31.12.2012. Changes to the chapter titled "Summary" After the fifth paragraph of the section headed "Summary regarding ÖBB-Infrastruktur