Bond Erste Bank 8.875% ( XS1425367494 ) in EUR

Erste Bank

100 % ⇌

Austria

XS1425367494 ( in EUR )

8.875% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Erste Group XS1425367494 en EUR 8.875%, maturity Perpetual

200 000 EUR

500 000 000 EUR

15/10/2025 ( In 27 days )

Erste Group is a leading financial services provider in Central and Eastern Europe, offering a wide range of banking and financial services to individuals and corporations.

Erste Group, a prominent Austrian financial institution with a strong focus on the Central and Eastern European banking sector, has an outstanding perpetual bond, identifiable by its ISIN XS1425367494, currently trading at 100% of its nominal value on the market. This Euro-denominated instrument offers a substantial fixed interest rate of 8.875%, with payments scheduled semi-annually, providing investors with a consistent income stream. The total size of this issuance amounts to EUR 500,000,000, with a minimum lot for purchase set at EUR 200,000, reflecting its institutional nature. As a perpetual security, this bond, issued by the Austrian-domiciled Erste Group, does not have a set maturity date, signifying a permanent component of the issuer's capital structure.

31 May 2016
FINAL TERMS
EUR 500,000,000 Undated Fixed to Fixed Resettable Notes (the "Notes")
issued pursuant to the
EUR 2,000,000,000 Additional Tier 1 Notes Programme
of
Erste Group Bank AG
Issue Price: 100.00 per cent.
Issue Date: 2 June 2016
Series No.: 1
Tranche No.: 1
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IMPORTANT NOTICE
These Final Terms have been prepared for the purpose of Article 5(4) of
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as
amended (including amendments made by Directive 2014/51/EU of the European Parliament
and of the Council of 16 April 2014) and must be read in conjunction with the relevant
prospectus pertaining to the EUR 2,000,000,000 Additional Tier 1 Notes Programme (the
"Programme") of Erste Group Bank AG (the "Issuer"), dated 20 April 2016 (the
"Prospectus"), the Prospectus Supplement No. 1, dated 10 May 2016 and the Prospectus
Supplement No. 2, dated 18 May 2016 and all supplements to the Prospectus. The
Prospectus and any supplements thereto are available for viewing in electronic form on the
website
of
the
Issuer
("www.erstegroup.com/de/ueber-uns/erste-group-
emissionen/prospekte/anleihen"). Full information on the Issuer and the Notes is only
available on the basis of the combination of the Prospectus, any supplements thereto and
these Final Terms.
Restrictions on Marketing and Sales to Retail Investors
The Notes issued pursuant to the Prospectus are complex financial instruments and are not a
suitable or appropriate investment for all investors. In some jurisdictions, regulatory
authorities have adopted or published laws, regulations or guidance with respect to the offer
or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the
Product Intervention (Contingent Convertible Instruments and Mutual Society Shares)
Instrument 2015, which took effect from 1 October 2015 (the "PI Instrument").
Under the rules set out in the PI Instrument (as amended or replaced from time to time, the
"PI Rules"):
(i)
certain contingent write-down or convertible securities (including any beneficial
interests therein), such as the Notes, must not be sold to retail clients in the EEA; and
(ii)
there must not be any communication or approval of an invitation or inducement to
participate in, acquire or underwrite such securities (or the beneficial interest in such
securities) where that invitation or inducement is addressed to or disseminated in
such a way that it is likely to be received by a retail client in the EEA (in each case,
within the meaning of the PI Rules), other than in accordance with the limited
exemptions set out in the PI Rules.
The Managers are required to comply with the PI Rules. By purchasing, or making or
accepting an offer to purchase, any Notes (or a beneficial interest in the Notes) from the
Issuer and/or the Managers each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Managers that:
1.
it is not a retail client in the EEA (as defined in the PI Rules);
2.
whether or not it is subject to the PI Rules, it will not:
(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients in the
EEA; or
(B)
communicate (including the distribution of the Prospectus) or approve an
invitation or inducement to participate in, acquire or underwrite the Notes (or
any beneficial interests therein) where that invitation or inducement is
addressed to or disseminated in such a way that it is likely to be received by a
retail client in the EEA (in each case within the meaning of the PI Rules);
in any such case other than: (i) in relation to any sale or offer to sell Notes (or any
beneficial interests therein) to a retail client in or resident in the United Kingdom, in
circumstances that do not and will not give rise to a contravention of the PI Rules by
any person; and/or (ii) in relation to any sale or offer to sell Notes (or any beneficial
interests therein) to a retail client in any EEA member state other than the United
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Kingdom, where (a) the prospective investor has conducted an assessment and
concluded that the relevant retail client understands the risks of an investment in the
Notes (or such beneficial interests therein) and is able to bear the potential losses
involved in an investment in the Notes (or such beneficial interests therein) and (b) the
prospective investor has at all times acted in relation to such sale or offer in
compliance with Directive 2004/39/EC (Markets in Financial Instruments Directive 
"MiFID") to the extent it applies to it or, to the extent MiFID does not apply to it, in a
manner which would be in compliance with MiFID if it were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution
and/or sale of the Notes (or any beneficial interests therein), including (without
limitation) any such laws, regulations and regulatory guidance relating to determining
the appropriateness and/or suitability of an investment in the Notes (or any beneficial
interests therein) by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or
making or accepting an offer to purchase, any Notes (or any beneficial interests therein) from
the Issuer and/or the Managers the foregoing representations, warranties, agreements and
undertakings will be given by and be binding upon both the agent and its underlying client.
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PART A. TERMS AND CONDITIONS
The Conditions applicable to the Notes are set out below:
§ 1
CURRENCY, DENOMINATION, FORM,
CERTAIN DEFINITIONS
(1) Currency, Denomination. This issue of subordinated notes (the "Notes") is being issued
by Erste Group Bank AG (the "Issuer") in Euro (the "Specified Currency") in the aggregate
principal amount of EUR 500,000,000 (in words: five hundred million) in the denomination of
EUR 200,000 (the "Original Principal Amount").
(2) Form. The Notes are being issued in bearer form.
(3) Temporary Global Note Exchange for Permanent Global Note.
(a) The Notes are initially represented by a temporary global note (the "Temporary Global
Note") without coupons. The Temporary Global Note will be exchangeable for Notes in the
Original Principal Amount represented by a permanent global note (the "Permanent Global
Note" and, together with the Temporary Global Note, the "Global Notes") without coupons;
any claim for distribution payments under the Notes is represented by the relevant Global
Note. The Global Notes shall each be signed by authorised representatives of the Issuer and
shall each be authenticated by or on behalf of the Fiscal Agent. Definitive Notes and coupons
will not be issued.
(b) The Temporary Global Note shall be exchangeable for the Permanent Global Note in the
form and subject to the conditions provided in § 1 (3)(a) above from a date (the "Exchange
Date") not earlier than 40 calendar days after the date of issuance of the Temporary Global
Note. Such exchange shall only be made to the extent that certifications have been delivered
to the effect that the beneficial owner or owners of the Notes represented by the Temporary
Global Note is (are) not (a) U.S. person(s) (other than certain financial institutions or certain
persons holding Notes through such financial institutions). Payment of distributions on Notes
represented by a Temporary Global Note will be made only after delivery of such
certifications. A separate certification shall be required in respect of each such payment of
distributions. Any such certification received on or after the 40th calendar day after the date of
issuance of the Temporary Global Note will be treated as a request to exchange such
Temporary Global Note pursuant to § 1 (3)(b). Any securities delivered in exchange for the
Temporary Global Note shall be delivered only outside of the United States (as defined in
§ 6 (5)).
(4) Clearing System. The Global Note(s) will be kept in custody by or on behalf of a Clearing
System until all obligations of the Issuer under the Notes have been satisfied. "Clearing
System" means each of Clearstream Banking, société anonyme, Luxembourg, 42 Avenue
J.F. Kennedy, LU-1855 Luxembourg, Grand Duchy of Luxembourg ("CBL") and Euroclear
Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium ("Euroclear" and,
together with CBL, the "ICSDs") and any successor in such capacity. The Notes shall be kept
in custody by a common depositary on behalf of both ICSDs.
(5) Holder of Notes. "Holder" means any holder of a proportionate co-ownership or other
comparable right in the Global Note which may be transferred to a new Holder in accordance
with the provisions of the Clearing System.
(6) Business Day. "Business Day" means a calendar day (other than a Saturday or a
Sunday) on which the Trans-European Automated Real-time Gross Settlement Express
Transfer System 2 or its successor ("TARGET") is open.
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§ 2
STATUS
(1) Ranking. The Notes constitute direct, unsecured and subordinated obligations of the
Issuer and constitute AT 1 Instruments (as defined below).
In the insolvency or liquidation of the Issuer, the obligations of the Issuer under the Notes will
rank:
(i)
junior to all present or future (a) unsubordinated instruments or obligations of the
Issuer; and (b) (x) obligations under any Tier 2 Instruments (as defined below); and
(y) all other instruments or obligations of the Issuer ranking or expressed to rank
subordinated to the unsubordinated obligations of the Issuer (other than instruments or
obligations ranking or expressed to rank pari passu with or subordinated to the Notes);
(ii)
pari passu (a) among themselves; and (b) with all other present or future instruments or
obligations ranking or expressed to rank pari passu with the Notes, including the
Existing Hybrid Instruments (as defined below) (other than Existing Hybrid Instruments
ranking or expressed to rank senior to the Notes); and
(iii)
senior to all present or future (a) ordinary shares of the Issuer and any other CET 1
Instruments (as defined below); and (b) all other subordinated instruments or
obligations of the Issuer ranking or expressed to rank (x) subordinated to the
obligations of the Issuer under the Notes or (y) pari passu with the ordinary shares of
the Issuer and any other CET 1 Instruments.
For the avoidance of doubt, Holders will not participate in any reserves of the Issuer in the
event of its liquidation.
The rights of the Holders of the Notes to payment of principal on the Notes are at any time
limited to a claim for the prevailing Current Principal Amount (as defined in § 5 (8)(c)).
(2) No Negative Equity and Waiver of Petition. The Holders will be entitled to payments, if
any, under the Notes only once any negative equity (negatives Eigenkapital within the
meaning of § 225(1) of the Austrian Commercial Code (Unternehmensgesetzbuch UGB))
has been removed (beseitigt) or if, in the event of the liquidation of the Issuer, all other
creditors (other than creditors the claims of which rank or are expressed to rank pari passu or
junior to the Notes) of the Issuer have been satisfied first.
No insolvency proceedings against the Issuer are required to be opened in relation to the
obligations of the Issuer under the Notes. The Notes do not contribute to a determination that
the liabilities of the Issuer exceeds its assets; therefore the obligations of the Issuer under the
Notes, if any, will not contribute to the determination of over-indebtedness (Überschuldung) in
accordance with § 67(3) of the Austrian Insolvency Code (Insolvenzordnung IO).
(3) No Set-off or Security. Claims of the Issuer are not permitted to be set-off against
repayment obligations of the Issuer under these Notes, and no contractual collateral may be
provided by the Issuer or any third person for the liabilities constituted by the Notes. The
Notes are neither secured nor subject to a guarantee that enhances the seniority of the claims
under the Notes. The Notes are not subject to any arrangement, contractual or otherwise, that
enhances the seniority of the claims under the Notes in insolvency or liquidation. No
subsequent agreement may limit the subordination pursuant to this § 2 or amend the
perpetuity of the Notes.
(4) Definitions. In these Terms and Conditions:
"AT 1 Instruments" means any (directly or indirectly issued) capital instruments of the Issuer
that qualify as Additional Tier 1 instruments pursuant to Article 52 of the CRR, including any
capital instruments that qualify as Additional Tier 1 instruments pursuant to transitional
provisions under the CRR.
"CET 1 Instruments" means any capital instruments of the Issuer that qualify as Common
Equity Tier 1 instruments pursuant to Article 28 of the CRR.
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"CRR" means the Regulation (EU) No 575/2013 of the European Parliament and of the
Council of 26 June 2013 on prudential requirements for credit institutions and investment
firms and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation), as
amended or replaced from time to time, and any references in these Terms and Conditions to
relevant Articles of the CRR include references to any applicable provisions of law amending
or replacing such Articles from time to time.
"Existing Hybrid Instruments" means the following (directly or indirectly issued) capital
instruments of the Issuer, including any guarantees of the Issuer in relation to obligations
under such instruments: (i) the Series H Non-cumulative Non-voting Preference Shares
issued by Finance (Jersey) (4) Limited (ISIN: XS0188305741); (ii) the Series J 5.25% Non-
cumulative Non-voting Preference Shares issued by Erste Finance (Jersey) (6) Limited
(ISIN: XS0215338152); and (iii) the Non-cumulative Fixed/Floating Rate Perpetual
Subordinated Notes issued by Erste Capital Finance (Jersey) Tier 1 PC under the
1,000,000,000 Perpetual Subordinated Debt Issuance Programme (ISIN: XS0268694808).
"Tier 2 Instruments" means any (directly or indirectly issued) capital instruments of the
Issuer that qualify as Tier 2 instruments pursuant to Article 63 of the CRR, including any
capital instruments that qualify as Tier 2 instruments pursuant to transitional provisions under
the CRR.
§ 3
DISTRIBUTIONS
(1) Distribution Rates and Distribution Payment Dates. The Notes shall bear distributions on
the Current Principal Amount (as defined below) at the rate of 8.875 per cent. per annum (the
"First Rate of Distributions") from and including 2 June 2016 (the "Distribution
Commencement Date") to but excluding 15 October 2021 (the "First Reset Date") and
thereafter at the relevant Reset Rate of Distributions (as determined according to § 3 (4)) from
and including each Reset Date to but excluding the next following Reset Date. With the
exception of the first payment of distributions, distributions shall be scheduled to be paid
semi-annually in arrear on 15 April and 15 October in each year (each such date, a
"Distribution Payment Date"), commencing on 15 October 2016 (short first coupon).
Distributions will fall due subject to the provisions set out in § 4 (4) and § 5 (8).
(2) Calculation of Amount of Distributions. If the amount of distributions scheduled to be paid
under the Notes is required to be calculated for any period of time such amount of
distributions for any Distribution Period shall be calculated by the Calculation Agent by
applying the First Rate of Distributions to the Current Principal Amount and if the amount of
distributions payable under the Notes is required to be calculated for any Distribution Period
falling in any Reset Period, such amount of distributions shall be calculated by the Calculation
Agent by applying the applicable Reset Rate of Distributions to the Current Principal Amount,
in each case multiplying such amount by the applicable Day Count Fraction (as defined
below), and rounding the resultant figure to the nearest sub-unit of the Specified Currency,
half of such sub-unit being rounded upwards or otherwise in accordance with the applicable
market convention.
If a Write-down (as defined in § 5 (8)) occurs during any Distribution Period, unpaid
distributions accrued on the Current Principal Amount to but excluding the Effective Date (as
defined in § 5 (8)) are cancelled in accordance with § 3 (6)(c), the Notes shall bear
distributions on the adjusted Current Principal Amount from and including the Effective Date.
If, pursuant to § 5 (9), the Current Principal Amount of the Notes is subject to a Write-up,
during a Distribution Period, the amount of distributions shall be calculated by the Calculation
Agent on the basis of the adjusted Current Principal Amount from time to time so that the
relevant amount of distributions is determined by reference to such Current Principal Amount
as adjusted from time to time and as if such Distribution Period were comprised of two or (as
applicable) more consecutive distribution periods, with distribution calculations based on the
number of days for which each Current Principal Amount was applicable.
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"Distribution Period" means the period from and including the Distribution Commencement
Date to but excluding the first Distribution Payment Date and each successive period from
and including a Distribution Payment Date to but excluding the next succeeding Distribution
Payment Date.
(3) Day Count Fraction. "Day Count Fraction" means, in respect of the calculation of an
amount of distributions on any Note for any period of time (the "Calculation Period"):
(i)
if the Calculation Period is equal to or shorter than the Determination Period during
which the Calculation Period ends, the number of calendar days in such Calculation
Period divided by the product of (x) the number of calendar days in such Determination
Period and (y) the number of Determination Dates (as specified below) that would
occur in one calendar year; or
(ii)
if the Calculation Period is longer than the Determination Period during which the
Calculation Period ends, the sum of
(A)
the number of calendar days in such Calculation Period falling in the
Determination Period in which the Calculation Period begins divided by the
product of (x) the number of calendar days in such Determination Period; and
(y) the number of Determination Dates that would occur in one calendar year;
and
(B)
the number of calendar days in such Calculation Period falling in the next
Determination Period divided by the product of (x) the number of calendar days
in such Determination Period; and (y) the number of Determination Dates that
would occur in one calendar year.
Where:
"Determination Period" means the period from and including a Determination Date to
but excluding the next Determination Date (including, where the Distribution
Commencement Date is not a Determination Date, the period commencing on the first
Determination Date prior to the Distribution Commencement Date, and where the final
Distribution Payment Date is not a Determination Date, the first Determination Date
falling after the final Distribution Payment Date, as the case may be).
"Determination Date" means 15 April and 15 October in each year. The number of
Determination Dates per calendar year is two (2).
(4) Determination of the Reset Rate of Distributions.
(a) Reset Rate of Distributions. The rate of distributions for each Reset Period (each a "Reset
Rate of Distributions") shall be the Reference Rate (as defined below) plus the Margin (as
defined below).
"Reference Rate" in respect of each Reset Period means the annual swap rate (expressed
as a percentage) for swap transactions in the Specified Currency with a term of five years,
which appears on the Screen Page (as defined below) as of 11.00 a.m. (Frankfurt time) on
the relevant Reset Determination Date (as defined below), all as determined by the
Calculation Agent (as specified in § 6 (1)).
If the Screen Page is unavailable or if the Reference Rate does not appear on the Screen
Page as at such time on the relevant Reset Determination Date, the Calculation Agent shall
request the principal office of each Reference Bank (as defined below) to provide the
Calculation Agent with its mid-market swap rate quotation (expressed as a percentage rate)
at approximately 11.00 a.m. (Frankfurt time) on the relevant Reset Determination Date.
"Mid-market swap rate" means the arithmetic mean of the bid and offered rates for the
annual fixed leg, calculated on a 30/360 day count basis, of a fixed-for-floating interest rate
swap transaction in the Specified Currency with a term of five years and in an amount that is
representative of a single transaction in the relevant market at the relevant time with an
acknowledged dealer of good credit in the swap market, where the floating leg, in each case
calculated on an Actual/360 day count basis, is based on six months EURIBOR.
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If three or more of the Reference Banks provide the Calculation Agent with such rates, the
Reference Rate for the relevant Reset Period shall be deemed to be the arithmetic mean
(rounded if necessary to the nearest one hundred-thousandth of a percentage point, with
0.000005 being rounded upwards) of such rates eliminating the highest rate (or, in the event
of equality, one of the highest) and the lowest rate (or, in the event of equality, one of the
lowest), all as determined by the Calculation Agent.
If the Reference Rate cannot be determined in accordance with the foregoing provisions of
this definition of the term "Reference Rate", the Reference Rate for the relevant Reset Period
shall be deemed to be the rate determined by the Calculation Agent in its reasonable
discretion (§ 315 of the German Civil Code; the Calculation Agent shall take general market
practice into account when determining such rate.
"Margin" means 9.02 per cent. per annum.
Where:
"German Civil Code" means the German Civil Code (Bürgerliches Gesetzbuch BGB), as
amended or replaced from time to time, and any references in these Terms and Conditions to
relevant paragraphs of the German Civil Code include references to any applicable provisions
of law amending or replacing such provisions from time to time.
"Reference Banks" means five leading swap dealers in the interbank market.
"Reset Date" means the First Reset Date and each fifth anniversary thereof for as long as the
Notes remain outstanding.
"Reset Period" means the period from and including a Reset Date to but excluding the next
following Reset Date.
"Reset Determination Date" means the second Business Day (as defined in § 1 (6)) prior to
any Reset Date.
"Screen Page" means Reuters Screen Page ISDAFIX2 under the heading "EURIBOR BASIS
EUR" and above the caption "11:00AM FRANKFURT" or the successor page displayed by
the same information provider or any other information provider nominated by the Calculation
Agent as the replacement information provider for the purposes of displaying the Reference
Rate.
(b) Notification of Reset Rate of Distributions. The Calculation Agent will cause the Reset
Rate of Distributions to be notified to the Issuer, any stock exchange on which the Notes are
from time to time listed (if required by the rules of such stock exchange) and to the Holders in
accordance with § 10 as soon as possible after its determination.
(c) Determinations Binding. All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for the purposes
of the provisions of this § 3 by the Calculation Agent shall (in the absence of wilful default,
bad faith, inequitableness or manifest error) be binding on the Issuer, the Fiscal Agent, the
Paying Agents and the Holders and, in the absence of the aforesaid, no liability to the Issuer,
the Fiscal Agent, the Paying Agents or the Holders shall attach to the Calculation Agent in
connection with the exercise or non-exercise by it of its powers, duties and discretions
pursuant to such provisions.
(5) Default Distributions. The Notes shall cease to bear distributions from the expiry of the
calendar day preceding the due date for redemption (if the Notes are redeemed). If the Issuer
fails to redeem the Notes when due, distributions shall continue to accrue on the Current
Principal Amount of the Notes from and including the due date for redemption to but excluding
the date of actual redemption of the Notes at the default rate of distributions established by
law. This does not affect any additional rights that might be available to the Holders.
(6) Cancellation of Distributions.
(a) The Issuer, at its full discretion, may, at all times cancel, in whole or in part, any payment
of distributions on the Notes scheduled to be paid on any Distribution Payment Date for an
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unlimited period and on a non-cumulative basis. The Issuer may use such cancelled
payments without restrictions to meet its obligations as they fall due. If the Issuer makes use
of such right, it shall give notice to the Holders without undue delay and in any event no later
than on the Distribution Payment Date.
(b) Without prejudice to such full discretion of the Issuer, any payment of distributions on the
Notes scheduled to be paid on any Distribution Payment Date shall be cancelled, in whole or
in part, if and to the extent:
(i)
the distribution payment scheduled to be paid together with any Additional Amounts
thereon and any further Relevant Distributions would exceed the available Distributable
Items, provided that, for such purpose, the available Distributable Items shall be
increased by an amount equal to what has been accounted for as expenses for
payments of interest, dividends or distributions on Tier 1 Instruments (including
payments of distributions together with any Additional Amounts thereon on the Notes)
in the calculation of the profit (Gewinn) on which the available Distributable Items are
based; or
(ii)
the Competent Authority orders the relevant distribution payment scheduled to be paid
to be cancelled in whole or in part; or
(iii)
on the relevant Distribution Payment Date such distribution payment aggregated with
any other distributions of the kind referred to in § 24(2) of the Austrian Banking Act
(implementing Article 141(2) of the CRD IV in Austria) would not be in compliance with
the restrictions relating to the Maximum Distributable Amount.
(c) If a Write-down (as defined in § 5 (8)) occurs during any Distribution Period, unpaid
distributions accrued on the Current Principal Amount to but excluding the Effective Date (as
defined in § 5 (8)) will be cancelled mandatorily and automatically in full.
(d) Any distribution payment so cancelled will be non-cumulative and will be cancelled
definitively and no payments will be made nor will any Holder be entitled to receive any
payment or indemnity in respect thereof. Any such cancellation of distributions will not
constitute an event of default of the Issuer and will not impose any restrictions on the Issuer.
(e) Definitions. In these Terms and Conditions:
"Austrian Banking Act" means the Austrian Banking Act (Bankwesengesetz BWG), as
amended or replaced from time to time, and any references in these Terms and Conditions to
relevant paragraphs of the Austrian Banking Act include references to any applicable
provisions of law amending or replacing such provisions from time to time.
"Competent Authority" means the competent authority pursuant to Article 4(1)(40) of the
CRR which is responsible to supervise the Issuer and/or the Erste Group.
"CRD IV" means the Directive 2013/36/EU of the European Parliament and of the Council of
26 June 2013 on access to the activity of credit institutions and the prudential supervision of
credit institutions and investment firms (Capital Requirements Directive IV), as implemented
in Austria and as amended or replaced from time to time, and any references in these Terms
and Conditions to relevant Articles of the CRD IV include references to any applicable
provisions of law amending or replacing such Articles from time to time.
"Distributable Items" means in respect of any payment of distributions on the Notes the
distributable items as defined in Article 4(1)(128) of the CRR in respect of each financial year
of the Issuer, as at the end of the latest financial year of the Issuer ended prior to the relevant
Distribution Payment Date for which such Relevant Financial Statements are available, all as
determined in accordance with the accounting principles applied by the Issuer and as derived
from the most recent Relevant Financial Statements.
"Erste Group" means the Issuer and its consolidated Subsidiaries.
"Maximum Distributable Amount" means any maximum distributable amount (maximal
ausschüttungsfähiger Betrag) relating to the Issuer and/or the Erste Group, as the case may
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be, that may be required to be calculated in accordance with § 24(2) of the Austrian Banking
Act (implementing Article 141(2) of the CRD IV in Austria).
"Relevant Distributions" means the sum of (i) any payments of distributions on the Notes
made or scheduled to be made by the Issuer in the relevant financial year of the Issuer; and
(ii) any payments of interest, dividends or distributions made or scheduled to be made by the
Issuer on any other Tier 1 Instruments in the relevant financial year of the Issuer, and (iii) the
amount of any Write-up (as defined below) in the relevant financial year, if any.
"Relevant Financial Statements" means (i) the audited (geprüft) and adopted (festgestellt)
unconsolidated annual financial statements of the Issuer, prepared in accordance with
accounting provisions applied by the Issuer and accounting regulations then in effect, for the
latest financial year of the Issuer ended prior to the relevant Distribution Payment Date, or
(ii) if such audited and adopted unconsolidated annual financial statements of the Issuer are
not available at the relevant Distribution Payment Date, unaudited unconsolidated pro forma
financial statements of the Issuer, prepared in accordance with accounting provisions applied
by the Issuer in relation to its unconsolidated annual financial statements and accounting
regulations then in effect in relation to the Issuer's unconsolidated annual financial
statements.
"Subsidiary" means any subsidiary of the Issuer pursuant to Article 4(1)(16) of the CRR.
"Tier 1 Instruments" means (i) the CET 1 Instruments; (ii) the AT 1 Instruments; and (iii) any
other instruments or obligations of the Issuer ranking pari passu as regards payment of
interest, dividends or distributions with CET 1 Instruments or AT 1 Instruments.
§ 4
PAYMENTS
(1) (a) Payment of Principal. Payment of principal on the Notes shall be made, subject to
paragraph (2) below, to the Clearing System or to its order for credit to the accounts of the
relevant accountholders of the Clearing System.
(b) Payment of Distributions. Payment of distributions on the Notes shall be made, subject to
§ 3 (6) above and paragraph (2) below, to the Clearing System or to its order for credit to the
accounts of the relevant accountholders of the Clearing System , and in case of payment of
distributions on Notes represented by a Temporary Global Note, upon due certification as
provided for in § 1 (3)(b).
(2) Manner of Payment. Subject to applicable fiscal and other laws and regulations, payments
of amounts due in respect of the Notes shall be made in the Specified Currency.
(3) Discharge. The Issuer shall be discharged by payment to, or to the order of, the Clearing
System.
(4) Fixed Payment Business Day. If the due date for any payment in respect of the Notes
would otherwise fall on a calendar day which is not a Fixed Payment Business Day (as
defined below), the due date for such payment shall be postponed to the next calendar day
which is a Fixed Payment Business Day.
"Fixed Payment Business Day" means a calendar day (other than a Saturday or a Sunday)
(i) on which the Clearing System is open, and (ii) which is a Business Day (as defined in
§ 1 (6)).
If any Fixed Payment Business Day is postponed (as described above), the amount of
distribution shall not be adjusted accordingly.
If the due date for the redemption of the principal amount of the Notes is adjusted the Holder
shall not be entitled to payments in respect of such adjustment.
(5) References to Principal and Distributions. References in these Terms and Conditions to
"principal" in respect of the Notes shall be deemed to include, as applicable: the Current
Principal Amount (as defined in § 5 (8)(c)); the Redemption Amount of the Notes (as defined
in § 5 (7)); and any premium and any other amounts (other than distributions) which may be
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