Obligation Erste Bank 0.56% ( AT000B119839 ) en CZK

Erste Bank

100 % ⇌

Autriche

AT000B119839 ( en CZK )

0.56% par an ( paiement semestriel )

19/09/2016 - Obligation échue

Prospectus brochure de l'obligation Erste Group AT000B119839 en CZK 0.56%, échue

Erste Group est une société financière autrichienne offrant des services bancaires de détail, de gros et d'investissement dans plusieurs pays d'Europe centrale et orientale.

L'Obligation émise par Erste Bank ( Autriche ) , en CZK, avec le code ISIN AT000B119839, paye un coupon de 0.56% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/09/2016

18.09.2013

Final Terms13

Erste Group CZK Floater 20132016 (the Notes)
issued pursuant to the
30,000,000,000 Debt Issuance Programme
of
Erste Group Bank AG

Initial Issue Price: 100 per cent
Issue Date: 20 September 201314
Series No.: 1195
Tranche No.: 1

13 In the following, Notes with a Specified Denomination of at least Euro 100,000 (or its foreign currency equivalent) will be referred
to as Wholesale Notes. In the following, Notes with a Specified Denomination of less than Euro 100,000 (or its foreign currency
equivalent) will be referred to as Retail Notes.
14 The Issue Date is the date of issue and payment of the Notes. In the case of free delivery, the Issue Date is the delivery date.

IMPORTANT NOTICE
These Final Terms have been prepared for the purpose of Article 5 (4) of the Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003, as amended by Directive 2010/73/EU of the
European Parliament and of the Council of 24 November 2010 and must be read in conjunction with the
Debt Issuance Programme Prospectus pertaining to the 30,000,000,000 Debt Issuance Programme (the
"Programme") of Erste Group Bank AG (the "Issuer"), dated 08.07.2013 (the "Prospectus") and the
supplement to the Prospectus dated 12.08.2013. The Prospectus and any supplements thereto are
available for viewing in electronic form on the website of the Issuer (www.erstegroup.com) and copies of
the Prospectus and any supplement thereto may be optained free of charge during normal business hours
at the registered office of the Issuer (Erste Group Bank AG, Graben 21, A 1010, Vienna, Austria). 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. A summary of this issue is annexed to these Final Terms.

PART A TERMS AND CONDITIONS

The Conditions applicable to the Notes (the "Conditions") are set out below.

§ 1
CURRENCY, DENOMINATION, FORM,
CERTAIN DEFINITIONS

(1) Currency, Denomination. This tranche (the "Tranche") of notes (the "Notes") is being issued
by Erste Group Bank AG (the "Issuer") in Czech Crown ("CZK" the "Specified Currency") in the
aggregate principal amount of up to CZK 3,000,000,000 (in words: three billion) in the
denomination of CZK 1,000,000 (the "Specified Denomination").

(2) Form. The Notes are being issued in bearer form.

(3) Permanent Global Note. The Notes are represented by a permanent global note (the
"Permanent Global Note" or the "Global Note") without coupons. The Permanent Global Note
shall be signed by authorised representatives of the Issuer. The Permanent Global Note shall be
issued in classical global note format. Definitive Notes and coupons will not be issued.

(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 Oesterreichische Kontrollbank Aktiengesellschaft, Am Hof 4, 1010 Vienna, Austria
("OeKB") and any successor in such capacity.

(6) 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.

(7) Business Day. "Business Day" means a calendar day (other than a Saturday or a Sunday) on
which commercial banks and foreign exchange markets settle payments and are open for general
business (including dealings in foreign exchange and foreign currency deposits) in Prague and the
Trans-European Automated Real-time Gross Settlement Express Transfer System 2 or its
successor ("TARGET") is open.

§ 2
STATUS

The Notes constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer
and rank pari passu among themselves and (subject to any applicable statutory exceptions and
without prejudice to the aforesaid) the payment obligations of the Issuer under the Notes rank pari
passu with all other unsecured and unsubordinated obligations of the Issuer, present and future.

§ 3
INTEREST

(1) Rate of Interest. The Notes shall bear interest on their outstanding aggregate principal amount
from, and including, 20 September 2013 (the "Interest Commencement Date") to, but excluding,
the Maturity Date (as defined in § 5 (1)).
The rate of interest (the "Rate of Interest") for each Interest Period (as defined below) shall be
the Reference Interest Rate (as defined below), plus the Margin (as defined below).
"Reference Interest Rate" means, except as provided below, the 6-months CZK-PRIBOR-PRBO
(as defined below), expressed as a percentage rate per annum.

The 6-months CZK-PRIBOR-PRBO shall be the offered rate for deposits in the Specified Currency
with a term, which corresponds with the term of the Reference Interest Rate, which appears on the
Screen Page (as defined below) as of 11:00 (Prague time) on the Determination Day (as defined
below), all as determined by the Calculation Agent (as specified in § 6 (1)).
"Margin" means 0.20 per cent. per annum.
"Interest Period" means each period from, and including, the Interest Commencement Date to,
but excluding, the first Interest Payment Date and from, and including, each Interest Payment Date
to, but excluding, the following Interest Payment Date.
"Determination Day" means the second Business Day prior to the commencement of the
relevant Interest Period. For the purposes of this § 3 (1) only, "Business Day" means a calendar
day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange
markets settle payments and are open for general business (including dealings in foreign
exchange and foreign currency deposits) in Prague.
"Screen Page" means Reuters PRBO 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 Interest Rate.
If the Screen Page is unavailable or if the Reference Interest Rate does not appear on the Screen
Page as at such time on the relevant Determination Day, the Calculation Agent shall request each
of the Reference Banks (as defined below) to provide the Calculation Agent with its rate
(expressed as a percentage rate per annum) at which it offers deposits in the Specified Currency
with a term, which corresponds with the term of the Reference Interest Rate, at approximately
11:00 (Prague time) on the Determination Day.
If two or more of the Reference Banks provide the Calculation Agent with such rates, the
Reference Interest Rate for such Interest 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, all as determined by the Calculation Agent.
If the Reference Interest Rate cannot be determined in accordance with the foregoing provisions
of this paragraph, the Reference Interest Rate for the relevant Interest Period shall be deemed to
be the rate determined by the Calculation Agent in its reasonable discretion; the Calculation Agent
shall take general market practice into account when determining such rate.
"Reference Banks" means 4 major banks in the Prague interbank market.
(2) Interest Payment Dates.
Interest on the Notes shall be payable in arrear on each Interest Payment Date. "Interest
Payment Date" means each 20.03. and 20.09. commencing on 20.03.2014.
Interest Payment Dates are subject to adjustment in accordance with the provisions set out in
§ 4 (3).
(3) Default Interest. The Notes shall cease to bear interest from the expiry of the calendar day
preceding the due date for redemption. If the Issuer fails to redeem the Notes when due, interest
shall continue to accrue on the outstanding aggregate 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 rate of interest specified in § 3 (1). This does not affect any additional rights that might be
available to the Holders.]

(4) Calculation of Amount of Interest. The Calculation Agent will calculate the amount of interest
payable under the Notes (the "Amount of Interest") in respect of the Specified Denomination for
the relevant Interest Period. The Amount of Interest shall be calculated by applying the Rate of
Interest to the Specified Denomination, multiplying such sum by the applicable Day Count Fraction
(as defined below) and rounding the resulting figure to the nearest sub-unit of the relevant
Specified Currency, with half of such sub-unit being rounded upwards or otherwise in accordance
with applicable market convention.

(5) Notification of Rate of Interest and Amount of Interest. The Calculation Agent will cause the
Interest Period, the Rate of Interest, the Amount of Interest and the Interest Payment Date for the

relevant Interest Period 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 § 11 as soon as possible after their determination. Each Amount of Interest and
Interest Payment Date so notified may subsequently be amended (or appropriate alternative
arrangements made by way of adjustment) without notice in the event of an extension or
shortening of the Interest Period. Any such amendment will be promptly notified to any stock
exchange on which the Notes are from time to time listed and to the Holders in accordance with §
11.

(6) 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 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.

(7) Day Count Fraction. "Day Count Fraction" means, in respect of the calculation of an amount
of interest on any Note for any period of time (the "Calculation Period"): the actual number of
calendar days in the Calculation Period divided by 360.

§ 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 Interest. Payment of interest 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.

(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.

If the Issuer determines that it is impossible to make payments of amounts due on the Notes in
freely negotiable and convertible funds on the relevant due date for reasons beyond its control or
that the Specified Currency or any successor currency provided for by law (the "Successor
Currency") is no longer used for the settlement of international financial transactions, the Issuer
may fulfil its payment obligations by making such payments in Euro on the relevant due date on
the basis of the Applicable Exchange Rate. Holders shall not be entitled to further interest or any
additional amounts as a result of such payment. The "Applicable Exchange Rate" shall be (i) (if
such exchange rate is available) the exchange rate of Euro against the Specified Currency or the
Successor Currency (if applicable) determined and published by the European Central Bank for
the most recent calendar day falling within a reasonable period of time prior to the relevant due
date, or (ii) (if such exchange rate is not available) the exchange rate of Euro against the Specified
Currency or the Successor Currency (if applicable) which the Fiscal Agent has calculated as the
arithmetic mean of offered rates concerning the Specified Currency or the Successor Currency (if
applicable) quoted to the Fiscal Agent by four leading banks operating in the international foreign
exchange market for the most recent calendar day falling within a reasonable (as determined by
the Fiscal Agent in its reasonable discretion) period of time prior to the relevant due date, or (iii) (if
such exchange rate is not available) the exchange rate of Euro against the Specified Currency or
the Successor Currency (if applicable) as determined by the Fiscal Agent in its reasonable
discretion.
(3) 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 Payment Business Day (as defined below), the due
date for such payment shall be postponed to the next calendar day which is a Payment Business
Day unless the due date for such payment would thereby fall into the next calendar month, in
which event the due date for such payment shall be the immediately preceding calendar day which
is a Payment Business Day.

"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 (7))
If the due date for a payment of interest is brought forward or postponed (as described above), the

amount of interest shall 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.

(4) References to Principal and Interest. References in these Terms and Conditions to "principal"
in respect of the Notes shall be deemed to include, as applicable: the Final Redemption Amount of
the Notes (as specified in § 5 (1)); the Early Redemption Amount of the Notes (as specified in § 5);
and any premium and any other amounts (other than interest) which may be payable under or in
respect of the Notes. References in these Terms and Conditions to "interest" in respect of the
Notes shall be deemed to include, as applicable, any Additional Amounts (as defined in § 7 (1))
which may be payable under § 7 (1).

§ 5
REDEMPTION
(1) Redemption at Maturity. Unless previously redeemed in whole or in part or purchased and
cancelled, and subject to adjustment in accordance with the provisions set out in § 4 (3), the Notes
shall be redeemed at their Final Redemption Amount on 20 September 2016 (the "Maturity Date").
The "Final Redemption Amount" in respect of each Note shall be the product of the Redemption
Price and the Specified Denomination. The "Redemption Price" is 100 per cent.
(2) Early Redemption for Reasons of Taxation. The Notes may be redeemed at the option of the
Issuer in whole, but not in part, at any time on giving not less than 30 nor more than 90 Business
Days' prior notice of redemption to the Fiscal Agent and, in accordance with § 11, to the Holders
(which notice shall be irrevocable), if on the next succeeding Interest Payment Date, the Issuer will
become obliged to pay Additional Amounts pursuant to § 7 (1) as a result of any change in, or
amendment to, the laws or regulations of the Republic Austria or of any political subdivision or taxing
authority thereof or therein, or as a result of any change in, or amendment to, an official interpretation
or application of such laws or regulations, which amendment or change is effective on or after the date
on which the last tranche of this series of Notes is issued, and such amendment or change has been
evidenced by the delivery by the Issuer to the Fiscal Agent (who shall accept such certificate and
opinion as sufficient evidence thereof) of (i) a certificate signed by two authorised representatives of
the Issuer on behalf of the Issuer stating that such amendment or change has occurred (irrespective of
whether such amendment or change is then effective), describing the facts leading thereto and stating
that such requirement cannot be avoided by the Issuer taking reasonable measures available to it and
(ii) an opinion of independent legal advisers of recognised reputation to the effect that such
amendment or change has occurred (irrespective of whether such amendment or change is then
effective), provided that no such notice of redemption shall be given earlier than 90 calendar days prior
to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a
payment in respect of the Notes then due. No such notice of redemption shall be given if at the time
such notice is given, the obligation to pay such Additional Amounts does not remain in effect.
(3) Early Redemption Amount. For purposes of § 5 and § 9, the Early Redemption Amount of a Note
shall be its Final Redemption Amount.
§ 6
FISCAL AGENT,
PAYING AGENT AND CALCULATION AGENT
(1) Appointment; Specified Offices. The initial Fiscal Agent and the initial Principal Paying Agent and
their respective initial specified offices are:
Fiscal Agent and Principal Paying Agent:
Erste Group Bank AG
Graben 21
1010 Vienna
Austria

Where these Terms and Conditions refer to the term "Paying Agent(s)", such term shall include the

Principal Paying Agent.
Calculation Agent:

Erste Group Bank AG
Graben 21
1010 Vienna
Austria

The Fiscal Agent, the Paying Agent(s) and the Calculation Agent reserve the right at any time to
change their respective specified office to some other specified office in the same city.
(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or
terminate the appointment of the Fiscal Agent, any Paying Agent or the Calculation Agent and to
appoint another Fiscal Agent, additional or other Paying Agents or another Calculation Agent. The
Issuer shall at all times maintain (i) a Fiscal Agent (ii) so long as the Notes are listed on a stock
exchange, a Paying Agent (which may be the Fiscal Agent) with a specified office in such place as
may be required by the rules of such stock exchange or its supervisory authority and (iii) a
Calculation Agent. The Issuer will give notice to the Holders of any variation, termination,
appointment or any other change as soon as possible upon the effectiveness of such change.
The Issuer undertakes, to the extent this is possible, to maintain a Paying Agent in a member state
of the European Union in which it shall not be obliged to withhold or deduct tax pursuant to
European Council Directive 2003/48/EC or any other directive implementing the conclusions of the
ECOFIN Council meeting of 2627 November 2000 on the taxation of savings income or any law
implementing or complying with, or introduced in order to conform to, such Directive.

(3) Agents of the Issuer. The Fiscal Agent and the Paying Agents act solely as agents of the Issuer
and do not have any obligations towards or relationship of agency or trust to any Holder.
(4) Determinations Binding. All certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of the provisions of
these Terms and Conditions by the Fiscal Agent shall (in the absence of wilful default, bad faith or
manifest error) be binding on the Issuer, the Paying Agents and the Holders and, in the absence of the
aforesaid, no liability to the Issuer, the Paying Agents or the Holders shall attach to the Fiscal Agent in
connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to
such provisions.

§ 7
TAXATION
(1) General Taxation. All payments by or on behalf of the Issuer in respect of the Notes shall be made
free and clear of, and without withholding or deduction for, any taxes, duties, assessments or
governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or
within the Republic of Austria or by any authority therein or thereof having power to tax, unless such
withholding or deduction is required by law.
In that event, the Issuer shall pay such additional amounts (the "Additional Amounts") to the Holder
as shall result in receipt by that Holder of such amounts as would have been received by it had no
such withholding or deduction been required, except that no such Additional Amounts shall be payable
with respect to any Note:
(a) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties, assessments or
governmental charges in respect of such Note by reason of its having some connection with the
Republic of Austria other than the mere holding of the Note; or
(b) presented for payment more than 30 calendar days after the date on which payment in respect of it
first becomes due or (if any amount of the money payable is improperly withheld or refused) the date
on which payment in full of the amount outstanding is made or (if earlier) the date seven calendar days
after that on which notice is duly given to the Holders in accordance with § 11 that, upon further
presentation of the Notes being made, such payment will be made, provided that payment is in fact
made upon such presentation, except to the extent that the Holder would have been entitled to such

Additional Amounts on presenting the Note for payment on the thirtieth such calendar day; or
(c) where such withholding or deduction is imposed on a payment to an individual and is required to be
made pursuant to European Council Directive 2003/48/EC or any other European Union Directive
implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 on the
taxation of savings or any law implementing or complying with, or introduced in order to conform to,
such Directive; or
(d) presented for payment by or on behalf of a Holder who would have been able to avoid such
withholding or deduction by presenting the relevant Note to another Paying Agent in a Member State
of the European Union.
(2) U.S. Foreign Account Tax Compliance Act (FATCA). The Issuer is authorised to withhold or deduct
from amounts payable under the Notes to a Holder or beneficial owner of Notes sufficient funds for the
payment of any tax that it is required by law to withhold or deduct pursuant to the U.S. Foreign
Account Tax Compliance Act ("FATCA") (including under a voluntary agreement entered into with a
taxing authority as described in Section 1471(b) of the U.S. Internal Revenue Code (the "FATCA
Agreement")). The Issuer will not be required to make any payment of additional amounts for or on
account of any withholding tax deducted by the Issuer or an intermediary in compliance with FATCA.
For the avoidance of doubt, the withholding or deduction of any amounts which are withheld or
deducted pursuant to a FATCA Agreement shall be treated as being required by law.

§ 8
PRESCRIPTION
Claims against the Issuer for payment in respect of the Notes shall be prescribed and become void
unless made within thirty years after the relevant due date.

§ 9
ACCELERATION
(1) Events of Default. Each Holder shall be entitled to declare its Notes due in accordance with
paragraph (2) and demand immediate redemption thereof at the Early Redemption Amount (as
specified in § 5) in the event that:
(a) default is made on the payment of principal in respect of the Notes for a period of seven calendar
days from (and including) the relevant due date; or
(b) the Issuer fails to perform or observe any covenant, condition or provision contained in the Terms
and Conditions (other than any obligation for the payment of principal in respect of the Notes) which it
is obliged to performed and observe, which default is incapable of remedy or is not remedied within 45
calendar days after notice of such default shall have been given to the Fiscal Agent at its specified
office by any Holder; or
(c)
insolvency
(bankruptcy)
proceedings
or
special
receivership
proceedings
(Geschäftsaufsichtsverfahren) pursuant to the Austrian Banking Act (Bankwesengesetz) (or any other
regulation applicable in the future) are commenced against assets of the Issuer, or if the Austrian
Financial Markets Authority (or any other authority competent for such matters in the future) institutes
regulatory measures (aufsichtsbehördliche Maßnahmen) with the effect of a temporary moratorium or
if the Issuer shall be wound up or dissolved, otherwise than for the purposes of reconstruction, merger
or amalgamation in which the successor entity assumes all the obligations of the Issuer with respect to
the Notes.
(2) Notice. Any notice, including any notice declaring Notes due in accordance with paragraph (1),
shall be made in accordance with § 11 (3).

§ 10
FURTHER ISSUES OF NOTES,
PURCHASES AND
CANCELLATION
(1) Further Issues of Notes. The Issuer may from time to time, without the consent of the Holders,
issue further Notes having the same terms as the Notes in all respects (or in all respects except for the

issue date and/or issue price) so as to form a single series with the Notes.
(2) Purchases. The Issuer and any of its Subsidiaries may at any time purchase Notes in the open
market or otherwise at any price. Notes purchased by the Issuer or the Subsidiary may, at the option
of the Issuer or such Subsidiary, be held, resold or surrendered to the Fiscal Agent for cancellation.
"Subsidiary" means either:
(i) any company which is then, directly or indirectly, controlled, or at least 50 per cent. of whose issued
equity share capital (or equivalent) is then beneficially owned, by the Issuer and/or one or more of its
Subsidiaries. For a company to be controlled by another means that the other (whether directly or
indirectly and whether by the ownership of share capital, the possession of voting power, contract or
otherwise) has the power to appoint and/or remove all or the majority of the members of the
management board or other governing body of that company or otherwise controls or has the power to
control the affairs and policies of that company; or
(ii) any company regarded as a subsidiary of the Issuer in accordance with International Financial
Reporting Standards.
(3) Cancellation. All Notes redeemed in full shall be cancelled forthwith and may not be reissued or
resold.

§ 11
NOTICES
(1) Publication. All notices of facts concerning the Notes shall be published on the website of the
Issuer (www.erstegroup.com). Any notice so given will be deemed to have been validly given on the
fifth calendar day following the date of such publication (or, if published more than once, on the fifth
calendar day following the date of the first such publication). This does not affect any applicable stock
exchange law publication requirements. Legally material notices shall be given to the Holders via the
respective institutions which maintain the Holders' security accounts.
(2) Notification to Clearing System. If the publication of notices pursuant to paragraph (1) is no longer
required by law, the Issuer may, in lieu of publication in the media set forth in paragraph (1), deliver
the relevant notices to the Clearing System, for communication by the Clearing System to the Holders.
Any such notice shall be deemed to have been given to the Holders on the seventh calendar day after
the calendar day on which said notice was given to the Clearing System.
(3) Form of Notice to Be Given by any Holder. Notices regarding the Notes which are to be given by
any Holder to the Issuer shall be validly given if delivered in writing in the German or English language
to the Issuer or the Fiscal Agent (for onward delivery to the Issuer) and by hand or mail. The Holder
shall provide evidence satisfactory to the Issuer of its holding of the Notes. Such evidence may be (i)
in the form of a certification from the Clearing System or the Custodian with which the Holder
maintains a securities account in respect of the Notes that such Holder is, at the time such notice is
given, the Holder of the relevant Notes, or (ii) in any other appropriate manner. "Custodian" means
any bank or other financial institution of recognised standing authorised to engage in securities
custody business with which the Holder maintains a securities account in respect of the Notes and
includes the Clearing System.

§ 12
MEETING OF HOLDERS,
MODIFICATIONS AND WAIVER
(1) Amendment of the Terms and Conditions. In accordance with subsequent provisions the Holders
may agree with the Issuer on amendments of these Terms and Conditions with regard to certain
matters by resolution with the majority specified below. Majority resolutions of the Holders shall be
binding on all Holders alike. A majority resolution of the Holders which does not provide for identical
conditions for all Holders is void, unless Holders who are disadvantaged have expressly consented to
their being treated disadvantageously.
(2) The Holders may consent, by majority resolution, to the following measures, among others:
(a) changes in the due date of the principal amount;
(b) reduction of the principal amount;

(c) subordination of the claims under the Notes during insolvency proceedings of the Issuer;
(d) conversion or exchange of the Notes into shares, other securities or other promises of
performance;
(e) changes in the currency of the Notes;
(f) waiver or limitation of the Holders' right of termination;
(g) substitution of the Issuer; and
(h) amendments to or cancellation of ancillary conditions of the Notes.
(3) Convening a Meeting of Holders. The Holders' meeting shall be convened by the Issuer or by the
Joint Representative of the Holders. It shall be convened if Holders who together hold 5 per cent of the
outstanding Notes request such convocation in writing for the purpose of appointing or removing a
Joint Representative, passing a resolution in order to render a termination invalid or for any other
particular interest in such convocation.
(4) Contents of the Convening Notice, Publication. The convening notice shall state the name and the
registered office of the Issuer and the time of the Holders' meeting, the agenda and the conditions on
which attendance at the Holders' meeting and the exercise of voting rights shall depend. The
convening notice shall be published pursuant to § 11.
(5) Convening Period, Evidence. The Holders' meeting shall be called at least 14 calendar days before
the date of the meeting. As evidence for the entitlement to participate in the Holders' meeting a special
confirmation issued by the Clearing System or the Custodian in text form shall be presented.
(6) Agenda. The convening party shall include in the agenda a proposed resolution for each subject on
which the Holders' meeting is to pass a resolution. The agenda of the Holders' meeting shall be
published together with the convening notice. No resolutions may be passed on agenda items that
have not been published in the required manner. Holders who together hold 5 per cent of the
outstanding Notes may request that new items be published for resolution. Such new items must be
published no later than the third calendar day preceding the Holders' meeting. Without undue delay
and until the date of the Holders' meeting, the Issuer shall make available to the Holders on its website
(www.erstegroup.com), any counter-motions announced by a Holder before the meeting.
(7) Quorum. The Chairperson shall prepare a register of Holders participating in the vote. Such
register shall include the Holders' names, their registered offices or places of residence and the
number of voting rights represented by each Holder. Such register shall be signed by the Chairperson
of the meeting and be made available without undue delay to all Holders. The Holders' meeting shall
have a quorum if the persons present represent at least fifty per cent of the outstanding Notes by
value. If the Holders' meeting does not have a quorum, the Chairperson may convene a second
meeting for the purposes of passing the resolution(s) anew. Such second meeting requires no
quorum. For resolutions which require a qualified majority the persons present must represent at least
25 per cent of the outstanding Notes. Notes for which voting rights have been suspended shall not be
included in the outstanding Notes.
(8) Majority Requirements. Resolutions relating to material amendments of these Terms and
Conditions, in particular consents to the measures set out in § 12 (2) lit (a) to (i) above shall be passed
by a majority of not less than 75 per cent. (Qualified Majority) of the votes cast. Resolutions relating to
amendments of these Terms and Conditions which are not material require a simple majority of the
votes cast.
(9) Vote without a Meeting. All votes will be taken exclusively by vote taken without a meeting. The
vote shall be conducted by the scrutineer. The scrutineer shall be a notary appointed by the Issuer, or
the Joint Representative of the Holders if it has requested such vote. The request for voting shall set
out the period within which votes may be cast. Such period shall be at least 72 hours. During the
voting period, the Holders may cast their votes to the scrutineer in text form. The request shall set out
in detail the conditions to be met in order for the votes to be valid. The scrutineer shall ascertain the
entitlement to cast a vote by means of the evidence provided and shall prepare a list of Holders
entitled to vote. If it is ascertained that no quorum exists, the scrutineer may convene a Holders'
meeting, which shall be deemed to be a second Holders' meeting within the meaning of §12 (7). Any
resolution passed by the vote shall be recorded in the minutes by a notary. Each Holder participating
in the vote may request within one year of the end of the voting period a copy of the minutes and its
annexes from the Issuer. Each Holder participating in the vote may object to the result in writing within
two weeks of publication of the resolutions. The scrutineer shall decide on any such objection. If it