Obligation Erste Bank 4% ( AT000B120456 ) en CZK

Erste Bank

100 % ⇌

Autriche

AT000B120456 ( en CZK )

4% par an ( paiement annuel )

06/02/2024 - Obligation échue

Prospectus brochure de l'obligation Erste Group AT000B120456 en CZK 4%, échue

10 000 CZK

1 450 000 000 CZK

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 Erste Group (AT000B120456), émise en CZK pour un montant total de 1 450 000 000, avec un taux d'intérêt de 4%, une taille minimale d'achat de 10 000 et une maturité au 06/02/2024, est arrivée à échéance et a été remboursée à 100%.

05.02.2014
Final Terms5
4,00 % Erste Group Subordinated Fixed Rate Bond 2014-2024 (the Notes)
issued pursuant to the
30,000,000,000 Debt Issuance Programme
of
Erste Group Bank AG
Initial Issue Price: 101.00 per cent.
Issue Date: 07.02.20146
Series No.: 1266
Tranche No.: 1
____________________________________
5
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". In the following, Notes with a fixed interest rate, Notes with a floating interest rate
and Notes which commence with a fixed interest rate wich is superseded by either a floating interest rate or another fixed interest
rate will together be referred to as "Notes with periodic interest payments".
6
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
supplements to the Prospectus dated 12.08.2013 and 18.12.2013. 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.
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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 Subordinated notes (the "Notes") is being
issued by Erste Group Bank AG (the "Issuer") in Czech Koruna (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
10,000 (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 claim for interest payments under the Notes is
represented by the Permanent Global Note. 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. 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
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, unsecured and subordinated obligations of the Issuer and rank pari passu
among themselves and in relation to all other subordinated obligations of the Issuer other than subordinated
obligations which are expressed to rank junior to the Notes. In the event of the liquidation or insolvency of
the Issuer, the payment obligations of the Issuer under the Notes will rank in right of payment after
unsubordinated creditors of the Issuer but at least pari passu with all other subordinated obligations of the
Issuer which are not expressed by their terms to rank junior to the Notes and in priority to the claims of
shareholders of the Issuer.
Subordinated Notes constitute subordinated capital pursuant to sec 23 para 8 of the Austrian Banking Act
(Bankwesengesetz - "BWG") and Tier 2 Capital (as defined in § 5 (3)) pursuant to Art 63 of the CRR (as
defined in § 5 (3)) ("Subordinated Capital") and have a minimum maturity of five years.
Where the Issuer or the Holders of subordinated notes constituting Subordinated Capital are granted a
redemption right, a redemption shall only be permissible after the expiry of a notice period of five years and
under the conditions set out in § 5. In addition, the Issuer may redeem subordinated Notes constituting
Subordinated Capital after the expiry of five years without notice period pursuant to and in accordance with §
5.
Claims of the Issuer are not permitted to be offset against repayment obligations of the Issuer under these
Notes and no contractual collateral may be provided by the Issuer or a third person for the liabilities
constituted by subordinated Notes constituting Subordinated Capital. No subsequent agreement may limit
the subordination pursuant to this § 2 or amend the maturity of subordinated Notes constituting
Subordinated Capital.
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§ 3
INTEREST
(1) Rate of Interest and Interest Payment Dates. The Notes shall bear interest on their outstanding
aggregate principal amount at the rate of 4.00 per cent. per annum from, and including, 07.02.2014 (the
"Interest Commencement Date") to, but excluding, the Maturity Date (as defined in § 5 (1)).
Interest shall be payable Annually in arrear on 07.02. in each year (each such date, an "Interest Payment
Date"), commencing on 07.02.2015 and ending on 07.02.2024. Interest Payment Dates are subject to
adjustment in accordance with the provisions set out in § 4 (3).
(2) 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.
(3) Calculation of Amount of Interest. If the amount of interest payable under the Notes is required to be
calculated for any period of time of less or more than a full year such 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 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.
(4) 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 number of calendar days in the Calculation Period divided by 360, the number of calendar days to be
calculated on the basis of a year of 360 calendar days with twelve 30-calendar day months (unless (1) the
last calendar day of the Calculation Period is the 31st calendar day of a month but the first calendar day of
the Calculation Period is a calendar day other than the 30th or 31st calendar day of a month, in which case
the month that includes that last calendar day shall not be considered to be shortened to a 30-calendar day
month, or (2) the last calendar day of the Calculation Period is the last calendar day of the month of
February in which case the month of February shall not be considered to be lengthened to a 30-calendar
day month).
§ 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
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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.
"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 the due date for a payment of interest is postponed(as described above), the amount of interest 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.
(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 07.02.2024 (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 100.00 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 Business Days 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.
To the extent required by the Relevant Rules (as defined in § 5 (3)), as applicable at the time, Early
Redemption for Reasons of Taxation is only permissible to the extent that the Issuer has available to it an
amount of capital of the same amount and of at least equal quality corresponding to the Notes to be
redeemed.
The provisions of this § 5 (2) shall only apply to the extent that the inclusion of this § 5 (2) as a term of the
Notes shall not result in the Notes being excluded from Tier 2 Capital (as defined in § 5 (3)) for the purposes
of the Relevant Rules.
Note: Currently the Relevant Rules oblige the Issuer to demonstrate to the satisfaction of the Competent
Authority that (among other things) the event relevant for the early redemption was not foreseeable. .
Notes redeemed pursuant to this § 5 (2) will be redeemed at their Early Redemption Amount (as defined
below) together with interest, if any, accrued to, but excluding, the date of redemption.
(3) Early Redemption for Regulatory Reasons. The Notes may be redeemed at the option of the Issuer in
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whole, but not in part, at any time on giving not less than 30 Business Days' 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 a Capital Disqualification Event has occurred, provided that (i) only to the
extent required by the Relevant Rules, as applicable at the time, the Issuer has available to it a
corresponding amount of capital of the same amount and of at least equal capital quality as applicable and
(ii) that such notice is given no later than 90 calendar days following the occurrence of such Capital
Disqualification Event.
"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, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.
"CRR" means the Regulation (EU) No 575/2013 of the European Parliamant and of the Council of 26 June
2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU)
No 646/2012.
"Capital Disqualification Event" means:
(i) as a result of any amendment to or change in the Austrian Banking Act (Bankwesengesetz) that was not
reasonably foreseeable by the Issuer on the issue date, the outstanding principal amount of the Notes is
excluded from inclusion in own funds of the Issuer, provided that such exclusion is not a result of any
applicable limits on the amount of own funds, or
(ii) following the implementation in Austria of CRD IV or adoption of CRR, the outstanding principal amount
of the Notes is excluded from inclusion in the Tier 2 Capital of the Issuer, provided that such exclusion is not
the result of any applicable limits on the amount of Tier 2 Capital.
"Relevant Rules " mean, at any time, the laws, regulations, rules and requirements relating to capital
adequacy then in effect and applicable to the Issuer and as amended from time to time including through
the implementation of CRD IV and/or entry into force of CRR.
"Tier 2 Capital " has the meaning given to it in the Relevant Rules, as applicable to the Issuer from time to
time (and means Tier 2 instruments according to CRR).
Note: Currently the Relevant Rules oblige the Issuer to demonstrate to the satisfaction of the Competent
Authority that (among other things) the event relevant for the capital disqualification was not foreseeable.
"Competent Authority " means the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) or
any successor entity or such other governmental authority which has responsibility for bank supervision for
capital adequacy purposes of the Issuer.
Notes redeemed pursuant to this § 5 (3) will be redeemed at their Early Redemption Amount (as defined
below) together with interest, if any, accrued to, but excluding, the date of redemption.
(4) Precondition for Early Redemption. No early redemption shall be possible unless the Issuer has received
prior approval from the Competent Authority to the extent required by the Relevant Rules, as applicable at
the time of redemption.
(5) Early Redemption Amount. For purposes of this § 5, the Early Redemption Amount of a Note shall be its
Final Redemption Amount.
§ 6
FISCAL AGENT
AND PAYING 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.
The Fiscal Agent and the Paying Agent(s) reserve the right at any time to change their respective specified
office to some other specified office in the same city.
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(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to vary or terminate
the appointment of the Fiscal Agent or any Paying Agent and to appoint another Fiscal Agent or additional or
other Paying Agents.
The Issuer shall at all times maintain (i) a Fiscal Agent and (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. 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
26-27 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 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 of principal and interest 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
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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 (in the case of principal) and three years (in the case of interest) upon the relevant
due date.
§ 9
NON-PAYMENT AND INSOLVENCY
(1) Non-payment and Insolvency. Each Holder shall be entitled in any event contemplated in sub-
paragraphs (a) and (b) (other than in case of insolvency (bankruptcy) proceedings are commenced against
assets of the Issuer), upon sending a written notice to the Issuer, to inform the Austrian Financial Markets
Authority (or any other authority competent for such matters in the future) of the occurrence of such event
and propose that the Austrian Financial Markets Authority (or any other authority competent for such
matters in the future) applies to the competent court in Vienna for the commencement of bankruptcy
proceedings against the assets of the Issuer:
(a) default is made on the payment of interest or principal in respect of the Notes for a period of 15
calendar days (in the case of interest) or seven calendar days (in the case of principal) from (and
including) the relevant Interest Payment Date or Maturity Date; or
(b) special receivership proceedings (Geschäftsaufsichtsverfahren) pursuant to the Austrian Banking Act
(or any other regulation applicable in the future) are commenced against the Issuer, or 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
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) Each Holder shall be entitled, if bankruptcy proceedings are commenced against assets of the Issuer, to
file an application in such court demanding payment of all principal amounts due under the Notes together
with accrued interest and any Additional Amount.
§ 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, issue price, Interest Commencement Date and/or first Interest Payment Date) 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. No purchase shall be
possible unless all applicable regulatory restrictions are observed, particularly the prior receipt by the Issuer
of the approval from the Competent Authority to the extent required by the Relevant Rules, as applicable at
the time of purchase and § 23 (16) of the Austrian Banking Act (Bankwesengesetz), to the extent
mandatorily applicable.
"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
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(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 or reduction or exclusion of interest payments;
(b) changes in the due date of the principal amount;
(c) reduction of the principal amount;
(d) subordination of the claims under the Notes during insolvency proceedings of the Issuer;
(e) conversion or exchange of the Notes into shares, other securities or other promises of performance;
(f) changes in the currency of the Notes;
(g) waiver or limitation of the Holders' right of termination;
(h) substitution of the Issuer; and
(i) 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
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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 takes remedial action as a result of the objection, it shall publish the result without undue
delay. § 12 (13) shall apply mutatis mutandis. If the scrutineer does not take remedial action as a result of
the objection, it shall notify the objecting Holder without undue delay in writing.
(10) Voting Right. Each Holder shall participate in votes in accordance with the principal amount of the
outstanding Notes held by such Holder. Voting rights are suspended with respect to the shares attributable
to the Issuer or any of its Subsidiaries or held for the account of the Issuer or any of its Subsidiaries. The
Issuer may not make available Notes for which the voting rights have been suspended to any third party for
the purposes of exercising the voting rights in lieu of the Issuer. This shall also apply to any Subsidiaries of
the Issuer. Exercise of voting rights for the purposes specified above are prohibited. It is prohibited to offer,
promise or grant any advantage as consideration to any person entitled to vote not to vote, or to vote in a
particular way, in a Holders' meeting or a vote. No person entitled to vote may require, accept any promise
of or accept any advantage or consideration for not voting, or voting in a particular way, in a Holders'
meeting or a vote.
(11) Chair of the Vote. The vote will be chaired by a notary appointed by the Issuer or, if the Joint
Representative has convened the vote, by the Joint Representative (the "Chairperson").
(12) Voting, Minutes. The provisions of the Austrian Stock Corporation Act (Aktiengesetz) regarding the
voting of shareholders in the general meeting shall apply mutatis mutandis to the casting and counting of
votes. In order to be valid, any resolution passed by the Holders' meeting shall be recorded in minutes of the
meeting. The minutes shall be recorded by a notary.
(13) Publication of Resolutions. The Issuer shall publish the resolutions passed by the Holders in
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