Bond BCA Finance 0.735% ( DE000A0DYW70 ) in EUR

BCA Finance

100 % ▲

Cayman Islands

DE000A0DYW70 ( in EUR )

0.735% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond BA-CA Finance DE000A0DYW70 en EUR 0.735%, maturity Perpetual

1 000 EUR

150 000 000 EUR

22/03/2026 ( In 256 days )

BA-CA Finance is the investment banking arm of Crédit Agricole, offering a range of financial services including mergers and acquisitions advisory, equity and debt capital markets, and structured finance.

The Bond issued by BCA Finance ( Cayman Islands ) , in EUR, with the ISIN code DE000A0DYW70, pays a coupon of 0.735% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

BA-CA Finance (Cayman) (2) Limited
(Incorporated with limited liability in the Cayman Islands)
150,000
Perpetual Non-cumulative Non-voting Fixed/Floating Rate
Preferred Securities
having the benefit of a support agreement entered into with
Bank Austria Creditanstalt AG
(Incorporated with limited liability under the laws of the Republic of Austria)
Issue Price: 100 per cent.
150,000 Perpetual Non-cumulative Non-voting Fixed/Floating Rate Preferred Securities with a liquidation
preference of A1,000 each (the ``Preferred Securities'') are proposed to be issued by BA-CA Finance (Cayman) (2)
Limited (the ``Issuer'') on 22 February 2005 (the ``Closing Date''). The holders of the Preferred Securities will
have the benefit of a support agreement entered into between the Issuer and Bank Austria Creditanstalt AG
(``Bank Austria Creditanstalt'') as further described in the ``Support Agreement'' herein. The Preferred Securities
will entitle holders to receive (subject to the limitations described in ``Description of the Preferred Securities'')
non-cumulative preferential cash dividends (``Dividends'') (i) from (and including) the Closing Date to (but
excluding) 22 March 2006 at a fixed rate of 7.50 per cent. per annum payable in arrear on 22 March 2006; and
(ii) from (and including) 22 March 2006 at a rate of 0.15 per cent. per annum above the annual Euro swap rate
expressed as a percentage for swap transactions with a 10-year maturity (EUR-ISDA-EURIBOR Swap Rate),
subject to a cap of 8.00 per cent. per annum payable in arrear on 22 March in each year, commencing on 22
March 2007.
Payments will be calculated on the aggregate principal amount of Preferred Securities outstanding.
The Preferred Securities are redeemable at the option of the Issuer, subject to the prior consent of Bank
Austria Creditanstalt, (which shall grant such consent only after either replacement of the principal amount of
the Preferred Securities so redeemed by the issue of other capital of at least equivalent quality (Kapital gleicher
oder besserer Qualita¨t) or having applied for and been granted consent by the Austrian Financial Market
Supervisory Authority (the ``Finanzmarktaufsichtsbeho¨rde'' or ``FMA'')), in whole but not in part, at A1,000 per
Preferred Security plus accrued and unpaid Dividends for the then current Dividend Period on 22 March 2012 or
any Dividend Date falling thereafter and, for taxation reasons or capital reasons, in whole but not in part at any
time, subject as described in ``Description of the Preferred Securities''. In the event of the liquidation, dissolution
or winding-up of the Issuer or Bank Austria Creditanstalt, holders of Preferred Securities will be entitled to
receive for each Preferred Security a liquidation preference of A1,000 plus accrued and unpaid Dividends for the
then current Dividend Period (as defined in ``Description of the Preferred Securities'') to the date of payment,
subject as described in ``Description of the Preferred Securities''.
The Preferred Securities are expected to be assigned on issue a rating of Baa1 (currently with a negative
outlook) by Moody's Investor Services Inc. and BBB (currently on watch negative) by Standard & Poor's Rating
Services, a division of the McGraw Hill Companies Inc.
See ``Investment Considerations'' for a discussion of certain factors that should be considered by
prospective investors.
Application has been made to list the Preferred Securities on the Official Segment of the stock market of
Euronext Amsterdam N.V. (``Euronext Amsterdam'').
BNP PARIBAS
Deutsche Bank
HVB Corporates & Markets
JPMorgan
The date of this Offering Circular is 18 February 2005.

The Issuer confirms that, to the best of its knowledge and belief, after having made all
reasonable inquiries, this Offering Circular contains all information with regard to the Issuer and the
Preferred Securities which is material to the issue of the Preferred Securities, that such information is
true and accurate in all material respects and is not misleading, that the opinions and intentions
expressed in this Offering Circular on the part of the Issuer are honestly held and that there are no
other facts the omission of which makes any such information or the expression of any such opinion
or intention misleading in any material respect. The Issuer accepts responsibility for the information
contained in this Offering Circular accordingly.
Bank Austria Creditanstalt confirms that, to the best of its knowledge and belief, after having
made all reasonable inquiries, this Offering Circular contains all information with regard to the
Issuer, Bank Austria Creditanstalt and its subsidiaries and affiliates (the ``Group'') and the Preferred
Securities which is material to the issue of such Preferred Securities, that the information contained in
this Offering Circular is true and accurate in all material respects and is not misleading, that the
opinions and intentions expressed in this Offering Circular are honestly held and that there are no
other facts the omission of which makes this Offering Circular as a whole or any such information or
the expression of any such opinion or intention misleading in any material respect. Bank Austria
Creditanstalt accepts responsibility for the information contained in this Offering Circular accordingly.
No person has been authorised to give information or to make any representation other than
those contained in this Offering Circular and, if given or made, such information or representation
must not be relied on as having been authorised by the Issuer, Bank Austria Creditanstalt, any of the
Agents (as defined in ``Description of the Preferred Securities'') or any of the Managers mentioned
under ``Subscription and Sale'' below. Neither the delivery of this Offering Circular nor any
subscription, sale or purchase made in connection herewith shall, in any circumstances, create any
implication that there has been no change in the affairs of the Issuer or Bank Austria Creditanstalt
or the Group since the date hereof.
Prospective
investors
should
inform
themselves
as
to
the
legal
requirements
and
tax
consequences within the countries of their residence and domicile for the acquisition, holding or
disposition of Preferred Securities and any foreign exchange restrictions that might be relevant to
them. This Offering Circular does not constitute an offer of, or an invitation by or on behalf of, the
Issuer, Bank
Austria Creditanstalt, the
Agents or
any
of the
Managers
mentioned
under
``Subscription and Sale'' below to subscribe for or purchase any of the Preferred Securities.
Prospective investors are also advised to inform themselves about any tax consequences which may
apply to them arising from the implementation of the EU Council Directive 2003/48/EC of June 3
2003 on the taxation of savings income, further particulars of which are set out in ``Taxation EU
Savings Tax Directive'' below.
Investors should satisfy themselves that they understand all the risks associated with making
investments in the nature of the Preferred Securities. It should be remembered that the price of
securities and the income from them can go down as well as up. If a prospective investor is in any
doubt whatsoever as to the risks involved in investing in the Preferred Securities, he or she should
consult his or her professional advisers.
No action has been taken to permit a public offering of the Preferred Securities in any
jurisdiction where action would be required for such purpose. The distribution of this Offering
Circular and the offering of the Preferred Securities in certain jurisdictions may be restricted by law.
Persons into whose possession this Offering Circular comes are required by the Issuer, Bank Austria
Creditanstalt and the Managers mentioned under ``Subscription and Sale'' below to inform themselves
about, and to observe any such restrictions.
Preferred Securities may not be offered or sold, directly or indirectly, and this Offering Circular
may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable
in that jurisdiction. In particular, the Preferred Securities have not been and will not be registered
under the United States Securities Act of 1933 as amended (the ``Securities Act''). Subject to certain
exceptions, the Preferred Securities may not be offered, sold or delivered within the United States or
to U.S. persons.
A further description of certain restrictions on the offering and sale of the Preferred Securities
and on the distribution of this Offering Circular is given under ``Subscription and Sale'' below.
The Preferred Securities are only suitable for financially sophisticated investors who are capable
of evaluating the risks involved in investing in the Preferred Securities.
2

No offer shall be made to the public in the Cayman Islands to subscribe for any of the
Preferred Securities.
This Offering Circular constitutes a prospectus for the purposes of the Listing and Issuing Rules
of Euronext Amsterdam. It does not constitute an Austrian sales prospectus (KMG-Prospekt) within
the meaning of the Austrian Capital Markets Act, Federal Law Gazette 1991/625 as amended.
Unless otherwise specified or the context requires, references to ``A'', ``euro'', ``Euro'' and
``EUR'' 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 from
time to time.
In connection with this issue, BNP Paribas (the ``Stabilising Manager'') (or any duly appointed
person acting for the Stabilising Manager) may over-allot or effect transactions which stabilise or
maintain the market price of the Preferred Securities at a level which might not otherwise prevail for
a limited period. However, there is no obligation on the Stabilising Manager (or any agent of the
Stabilising Manager) to do this. Such stabilising, if commenced, may be discontinued at any time and
must be brought to an end after a limited period. Such stabilisation shall be in compliance with all
applicable laws, regulations and rules. Stabilisation transactions conducted on Euronext Amsterdam
must be conducted by a member of Euronext Amsterdam and must be conducted in accordance with all
applicable rules and regulations, including those of Euronext Amsterdam and Article 32 of the ``Further
Regulation on the supervision of the Securities Trade 2002'' (Nadere Regeling Gedragstoezicht 2002).
3

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE.................................................................
5
SUMMARY .....................................................................................................................................
6
INVESTMENT CONSIDERATIONS ............................................................................................
12
USE OF PROCEEDS ......................................................................................................................
13
THE ISSUER ...................................................................................................................................
14
BANK AUSTRIA CREDITANSTALT..........................................................................................
17
THE AUSTRIAN BANKING SYSTEM .......................................................................................
23
DESCRIPTION OF THE PREFERRED SECURITIES ...............................................................
27
OTHER PROVISIONS OF THE ISSUER'S ARTICLES .............................................................
38
SUPPORT AGREEMENT..............................................................................................................
41
TAXATION .....................................................................................................................................
46
SUBSCRIPTION AND SALE ........................................................................................................
53
GENERAL INFORMATION.........................................................................................................
56
4

DOCUMENTS INCORPORATED BY REFERENCE
The following documents shall be deemed to be incorporated in, and to form part of, this
Offering Circular:
(1)
the most recently published, audited, annual, consolidated financial statements of Bank
Austria Creditanstalt for the years ended 31 December 2003 and 31 December 2002 and
the unaudited interim consolidated financial statements for the nine months ended
30 September 2004. The audited consolidated financial statements and the unaudited
interim
consolidated
financial
statements
have
been
prepared
in
accordance
with
International Financial Reporting Standards (``IFRS''); and
(2)
all amendments and supplements to the Offering Circular prepared by the Issuer or Bank
Austria Creditanstalt from time to time,
save that any statement contained in this Offering Circular or in any of the documents incorporated
by reference in, and forming part of, this Offering Circular shall be deemed to be modified or
superseded for the purpose of the Offering Circular to the extent that a statement contained in any
document subsequently incorporated by reference modifies or supersedes such statement.
The Issuer and Bank Austria Creditanstalt will, at the specified offices of the Principal Paying
and Transfer Agent and the Paying and Transfer Agent, provide, free of charge, upon the oral or
written request therefor, a copy of this Offering Circular (or any document incorporated by reference
in this Offering Circular). Written or oral requests for such documents should be directed to the
specified office of the Principal Paying and Transfer Agent, or the specified office of Deutsche Bank
AG as Paying and Transfer Agent and Listing Agent in The Netherlands.
5

SUMMARY
The following summary is qualified in its entirety by the more detailed information and financial
statements included elsewhere in this Offering Circular, the Agency Agreement and the terms and
conditions of the Preferred Securities themselves.
Issuer
BA-CA Finance (Cayman) (2) Limited, a wholly-owned subsidiary
of Bank Austria Cayman Islands Ltd. (``Bank Austria Cayman''),
which is a majority-owned subsidiary of Bank Austria Creditanstalt,
incorporated as a limited liability company under the laws of the
Cayman Islands on 27 January 2005.
Support Provider
Bank Austria Creditanstalt AG.
Issue Size
A150,000,000.
Issue Details
150,000 Perpetual Non-cumulative Non-voting Fixed/Floating Rate
Preferred Securities each with a liquidation preference of A1,000.00
(the ``Liquidation Preference''). The Preferred Securities will
constitute regulatory hybrid capital of Bank Austria Creditanstalt
on a consolidated basis for the purposes of § 24 subparagraph (2)
No. 5 and No. 6 of the Austrian Banking Act (Bankwesengesetz)
(``BWG'').
Dividends
Subject to Cayman law and as provided in the Issuer's Articles of
Association, non-cumulative Dividends will be payable (i) from (and
including) the Closing Date to (but excluding) 22 March 2006 at a
fixed rate of 7.50 per cent. per annum payable in arrear on 22 March
2006; and (ii) from (and including) 22 March 2006 at a rate of
0.15 per cent. per annum above the annual Euro swap rate expressed
as a percentage for swap transactions with a 10-year maturity (EUR-
ISDA-EURIBOR Swap Rate), subject to a cap of 8.00 per cent. per
annum, payable in arrear on 22 March in each year, commencing on
22 March 2007 all as more fully described in ``Description of the
Preferred Securities''.
Non-Cumulative
The right of holders of the Preferred Securities to receive payments in
respect of Dividends is non-cumulative. The holders of Preferred
Securities will have no right to receive payments in respect of any
missed or reduced Dividends, whether or not Distributable Funds or
Distributable Profits are sufficient or Dividends are paid by the
Issuer in respect of any future Dividend Period.
Support Agreement
The Issuer and the holders of the Preferred Securities will have the
benefit of a support agreement entered into as a deed poll between
Bank Austria Creditanstalt and the Issuer in respect of the
obligations of the Issuer under the Preferred Securities (the
``Support Agreement'').
The Support Agreement is intended to provide for dividend,
redemption and liquidation rights equivalent to those which would
attach to the Preferred Securities if issued directly by Bank Austria
Creditanstalt and to oblige Bank Austria Creditanstalt to make
funds available to the Issuer to meet its payment obligations under
the Preferred Securities.
Bank
Austria Creditanstalt's
obligations
under
the Support
Agreement rank (i) pari passu with Bank Austria Creditanstalt's
obligations under the support agreement entered into by Bank
Austria Creditanstalt in connection with the issue of A250,000,000
preferred securities in October 2004, (ii) junior to all other liabilities
of Bank Austria Creditanstalt (other than any liability expressed to
rank pari passu with or junior to its obligations under the Support
6

Agreement), (iii) pari passu with Bank Austria Creditanstalt's
obligations in respect of Asset Parity Securities and (iv) senior to
Bank Share Capital.
For the text of the Support Agreement, see ``Support Agreement''.
Link to Distributable Profits;
Payments in respect of Dividends on the Preferred Securities are only
Dividend Pusher
made on any Dividend Date to the extent that Bank Austria
Creditanstalt has, in accordance with § 24 subparagraph (2) No. 6
BWG, an amount of Distributable Profits at least equal to the
aggregate amount of (a) Dividends (including Additional Amounts
in respect thereof) payable on the respective Dividend Date and (b)
payments made during the period commencing on the date that
Distributable Profits for the relevant fiscal year were determined in
accordance with Austrian law by the supervisory board or the
shareholders' meeting of Bank Austria Creditanstalt immediately
preceding such Dividend Date and ending on the relevant Dividend
Date, in respect of Dividends on the Preferred Securities and
dividends or other distributions or payments on Parity Securities, if
any.
Notwithstanding the foregoing, the Preferred Securities will pay
Dividends, if Bank Austria Creditanstalt or any of its Subsidiaries,
on any Parity Securities, declares or pays any dividends or makes any
other payment or other distribution other than as a result of this
provision or a provision of substantially similar effect in any Parity
Securities being triggered by this provision. If the dividend or other
payment or distribution on such Parity Securities was the full stated
amount payable on such Parity Securities, payments in respect of
Dividends will be made in full on the first Dividend Date, falling
contemporaneously with and/or immediately following the date on
which such dividend or other payment or distribution was declared
or made on such Parity Securities. If the dividend or other payment
or distribution was only a portion of the amount so owing, the
payments in respect of Dividends on the Preferred Securities will be
reduced proportionally.
Further,
notwithstanding
the
foregoing,
if
Bank
Austria
Creditanstalt or any of its Subsidiaries, declares or pays any
dividend or makes any other payment or distribution on any
Junior Securities other than to other Group companies, the Preferred
Securities will pay Dividends on the first Dividend Date falling
contemporaneously with and/or immediately following the date on
which such dividend was declared or other payment made.
Further,
notwithstanding
the
foregoing,
if
Bank
Austria
Creditanstalt or any of its Subsidiaries redeems, repurchases or
otherwise acquires any Parity Securities or Junior Securities for any
consideration except by way of replacement by, conversion into or
exchange for shares of common stock of Bank Austria Creditanstalt
or except where any such redemption, repurchase or acquisition is
funded, directly or indirectly, by the issue of shares of common stock
of Bank Austria Creditanstalt or unless such Parity Securities or
Junior Securities are redeemed, repurchased or otherwise acquired (i)
by Bank Austria Creditanstalt in the ordinary course of its
investment banking or trading activities or (ii) in order to fulfil its
obligations under stock option or employees stock ownership
schemes, in each case as permitted by the Austrian Stock
Corporations Act, the Issuer will make payments on the Preferred
Securities
in
full
on
the
first
Dividend
Date
falling
contemporaneously with and/or immediately following the date on
which such redemption, repurchase or other acquisition occurred.
7

In the event that the payments described above cannot be made in
full by reason of any such unavailability of Distributable Profits,
such payments will be made pro rata in the proportion that the
amount available for payment bears to the full amount that would
have been payable but for such limitation.
The Preferred Securities ordinarily will rank senior to the Issuer's
ordinary shares as to payment of Dividends. However, in the event
that Dividends are not required to be paid in relation to a Dividend
Period on the Preferred Securities, all amounts received by the Issuer
in relation to such Dividend Period may be distributed as dividends
to the holder of the Issuer's ordinary shares instead of being paid to
the holders of the Preferred Securities.
Regulatory Limitations
Even if Distributable Funds of the Issuer and Distributable Profits of
Bank Austria Creditanstalt are sufficient on a particular Dividend
Date, to the extent that, (i) Bank Austria Creditanstalt has
determined that in accordance with applicable Austrian banking
regulations affecting banks that fail to meet their capital ratios on a
consolidated basis pursuant to the BWG, Bank Austria Creditanstalt
would be limited in making payments on preference shares or
preferred securities issued by it ranking pari passu as to participation
in profits with Bank Austria Creditanstalt's obligations under the
Support Agreement or (ii) on such date there is in effect any law or
an order of the Austrian Finanzmarktaufsichtsbeho¨rde (or any other
relevant regulatory authority) (``FMA'') prohibiting Bank Austria
Creditanstalt from making any distribution of profits, the Issuer
shall not be required to make any payments in respect of Dividends
on any such Dividend Date.
Withholding Tax and Additional
The Issuer will pay such additional amounts to each holder of the
Amounts
Preferred Securities as may be necessary in order that every net
payment in respect of the Preferred Securities, after withholding for
any taxes imposed by the Cayman Islands or the Republic of
Austria, upon or as a result of such payment, will not be less than the
amount otherwise required to be paid, subject to the exceptions
described in ``Description of the Preferred Securities''. The
obligations of the Issuer to pay any such additional amounts are
described more fully in ``Description of the Preferred Securities''.
Optional Redemption
The Preferred Securities are redeemable at the option of the Issuer,
subject to the prior consent of Bank Austria Creditanstalt (which
shall grant such consent only after either replacement of the principal
amount of the Preferred Securities so redeemed by issuing other
capital of at least equivalent quality (Kapital gleicher oder besserer
Qualita¨t) or having applied for and been granted consent by the
FMA), in whole but not in part, at the Redemption Price (being the
Liquidation Preference plus accrued and unpaid Dividends for the
then current Dividend Period ending on the date fixed for
redemption
(as
described
in
``Description
of
the
Preferred
Securities'')) (subject to Cayman Law and the Issuer's Articles of
Association) on 22 March 2012 or any Dividend Date falling
thereafter.
Redemption for Tax Reasons and
The Preferred Securities are redeemable at the option of the Issuer at
Capital Reasons
any time, subject to the prior consent of Bank Austria Creditanstalt
(which shall grant such consent only after either replacement of the
principal amount of the Preferred Securities so redeemed by issuing
other capital of at least equivalent quality (Kapital gleicher oder
besserer Qualita¨t) or having applied for and been granted consent by
the FMA), in whole but not in part, at the Redemption Price (subject
to Cayman law and the Issuer's Articles of Association), if (i) the
Issuer is or would be required to pay Additional Amounts (as defined
8

in ``Description of the Preferred Securities'') or (ii) (a) the FMA
determines and announces that, or as a result of a change in law or
regulation or the interpretation thereof, the Preferred Securities no
longer qualify as Core Capital (``Kernkapital'' (as defined in
``Description of the Preferred Securities'')) of Bank Austria
Creditanstalt for Austrian banking capital adequacy purposes on a
consolidated basis or (b) as a result of any change in law or
regulation or the interpretation thereof or of any ruling, decision or
assessment in respect thereof issued by competent authorities
payments made by Bank Austria Creditanstalt or any member of
the Group on any of the Investments (as defined in ``Description of
the Preferred Securities'') cease to be deductible as expenses for
income tax purposes.
Substitution for Capital Reasons
In the event that the FMA determines and announces that, or as a
result of a change in law or regulation or the interpretation thereof,
the Preferred Securities no longer qualify as Core Capital
(Kernkapital), the Issuer and Bank Austria Creditanstalt may take
such steps as may be necessary to cause the substitution for the
Preferred Securities of similar ranking securities issued by a company
incorporated within the European Union, as more fully described
under ``Description of the Preferred Securities Substitution''.
Rights upon Liquidation
In the event of the liquidation, dissolution or winding-up of the
Issuer, holders of Preferred Securities will be entitled to receive for
each such Preferred Security the Liquidation Distribution (as defined
in ``Description of the Preferred Securities'') subject to Cayman law
and as provided in the Issuer's Articles of Association.
Notwithstanding the availability of sufficient assets of the Issuer to
pay any Liquidation Distribution to the Holders of the Preferred
Securities as aforesaid, if, at the time such Liquidation Distribution
is to be paid, proceedings are pending or have been commenced for
the voluntary or involuntary liquidation, dissolution or winding-up
of Bank Austria Creditanstalt, the Liquidation Distribution to be
paid to holders of Preferred Securities and the liquidation
distribution per share to be paid to the holders of all Asset Parity
Securities (as defined in ``Description of the Preferred Securities'')
shall not exceed the amount per share that would have been paid as
the Liquidation Distribution from the assets of Bank Austria
Creditanstalt (after payment in full in accordance with Austrian
law of all creditors of Bank Austria Creditanstalt, including holders
of its subordinated debt but excluding holders of any liability
ranking or expressed to rank pari passu with or junior to the
obligations of Bank Austria Creditanstalt under the Support
Agreement) had the Preferred Securities and the Asset Parity
Securities been issued by Bank Austria Creditanstalt and ranked
(a) pari passu with Bank Austria Creditanstalt's obligations under
the support agreement entered into by Bank Austria Creditanstalt in
connection with the issue of A250,000,000 preferred securities in
October 2004, (b) junior to all liabilities of Bank Austria
Creditanstalt (other than any liability expressed to rank pari passu
with or junior to the obligations of Bank Austria Creditanstalt under
the Support Agreement), (c) pari passu with all payment obligations
of Bank Austria Creditanstalt in respect of Asset Parity Securities
and (d) senior to Bank Austria Creditanstalt's Bank Share Capital.
In the event of the liquidation, dissolution or winding-up of Bank
Austria Creditanstalt, the Board of Directors of the Issuer shall
convene an Extraordinary General Meeting of the Issuer for the
purpose of proposing a Special Resolution to place the Issuer in
voluntary liquidation and in these circumstances the amount per
9

share payable by the Issuer as liquidation distribution to holders of
Preferred Securities in the event of a winding-up of the Issuer will be
as described above. Bank Austria Creditanstalt has undertaken in
the Support Agreement that, so long as any of the Preferred
Securities is outstanding, unless Bank Austria Creditanstalt itself is
in liquidation, Bank Austria Creditanstalt will not permit, or take
any action to cause, the liquidation, dissolution or winding-up of the
Issuer.
Voting Rights
Holders of the Preferred Securities will not be entitled to vote at any
general meeting of shareholders of the Issuer except in certain limited
circumstances. Holders of the Preferred Securities, together with the
holders of any other preference shares or preferred securities of the
Issuer ranking pari passu as to payment of Dividends with the
Preferred Securities having the right to vote for the election of
Directors in similar circumstances, are entitled to elect two
additional Directors to the Issuer's Board of Directors if Dividends
(and any Additional Amounts in respect of such Dividends) have not
been paid (in whole or in part) for any Dividend Period. Such
additional Directors must vacate their office if Dividend payments
are resumed by the Issuer in full. For a more detailed description see
``Description of the Preferred Securities''.
Form of the Preferred Securities
The Preferred Securities will be issued in registered form. On the
Closing Date, a single securities certificate representing the Preferred
Securities will be registered in the name of and deposited with
Clearstream Banking AG, Frankfurt am Main (``Clearstream,
Frankfurt''). The Preferred Securities will also be eligible for
clearing and settlement in Euroclear Bank S.A./N.V., as operator
of the Euroclear System (``Euroclear'') and Clearstream Banking,
socie´te´ anonyme (``Clearstream, Luxembourg''). For so long as the
Preferred Securities are deposited and registered as described above,
book-entry interests in the Preferred Securities will be shown on, and
transfers thereof will be effected only through, records maintained by
Clearstream, Frankfurt.
If any or all of Clearstream, Frankfurt, Euroclear and/or
Clearstream, Luxembourg announces an intention permanently to
cease business and the Issuer is unable to locate a qualified successor
within 60 days of receiving notice of, or becoming aware of, such
intention, the number of Preferred Securities corresponding to each
holder's book-entry interest in the Preferred Securities represented
by the initial securities certificate will be transferred to each holder of
Preferred Securities, and each such holder will be registered as a
holder of the Preferred Securities in the register of members
maintained by the Issuer, and receive a securities certificate made
out in its name. Other than in the circumstances referred to in this
paragraph, definitive securities certificates will not be available to
holders of the Preferred Securities.
Ratings
The Preferred Securities are expected to be assigned on issue a rating
of Baa1 (currently with a negative outlook) by Moody's Investor
Services Inc. and BBB (currently on watch negative) by Standard &
Poor's Rating Services, a division of the McGraw Hill Companies
Inc.
Governing law
The Preferred Securities will be governed by and construed in
accordance with the law of the Cayman Islands. The Support
Agreement will be governed by and construed in accordance with
English law save that the provisions concerning the ranking of the
Support Agreement (Clauses 2.1.2 and 2.4 of the Support
Agreement) will be governed by and construed in accordance with
Austrian law.
10