Obligation Bawaag 6.125% ( XS0118010569 ) en GBP

Bawaag

100 % ▼

Autriche

XS0118010569 ( en GBP )

6.125% par an ( paiement annuel )

07/12/2028

Prospectus brochure de l'obligation Bawag XS0118010569 en GBP 6.125%, échéance 07/12/2028

1 000 GBP

100 000 000 GBP

07/12/2025 ( Dans 142 jours )

Bawag Group AG est une banque autrichienne offrant des services bancaires aux particuliers et aux entreprises, notamment des comptes, des crédits, des investissements et des services de gestion de patrimoine.

L'Obligation émise par Bawaag ( Autriche ) , en GBP, avec le code ISIN XS0118010569, paye un coupon de 6.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 07/12/2028

BASE PROSPECTUS

This document constitutes two base prospectuses for the purpose of Article 8 (1) of Regulation 2017/1129 of the European Parliament and of
the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated
market (the "Prospectus Regulation"), (i) the base prospectus of BAWAG Group AG in respect of non-equity securities within the meaning of
Article 2 point (c) of the Prospectus Regulation ("Non-Equity Securities") and (ii) the base prospectus of BAWAG P.S.K. Bank für Arbeit und
Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft in respect of Non-Equity Securities (together, the "Debt Issuance Programme
Prospectus" or the "Base Prospectus").

BAWAG Group AG
BAWAG P.S.K. Bank für Arbeit und Wirtschaft und
Österreichische Postsparkasse Aktiengesellschaft
Vienna, Republic of Austria
Vienna, Republic of Austria
Issuer
Issuer
Debt Issuance Programme
(the "Programme")
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of
Luxembourg ("Luxembourg"), as competent authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation (as defined below). Such
approval should not be considered as an endorsement of the Issuers (as defined below) that are the subject of this Base Prospectus and the
quality of the securities that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing
in the Notes (as defined below).
BAWAG Group AG ("BAWAG") and BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft
("BAWAG P.S.K.") (each an "Issuer" and together, the "Issuers") have each requested the CSSF in its capacity as competent authority under
the Prospectus Regulation and the Luxembourg Act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux
prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, as amended the "Luxembourg Prospectus Law"),
to provide the competent authorities in the Republic of Austria ("Austria") and the Federal Republic of Germany ("Germany") with a certificate
of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Regulation (each a "Notification"). Each
Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a
Notification. By approving a prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the
quality or solvency of each issuer pursuant to Article 6(4) of the Luxembourg Prospectus Law.
Application will be made to list notes to be issued under the Debt Issuance Programme (the "Notes") on the official list of the Luxembourg Stock
Exchange (Bourse de Luxembourg) (the "Official List") and to trade Notes on the regulated market or on the professional segment of the
regulated market of the Luxembourg Stock Exchange, which is a regulated market within the meaning of Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU
(as amended, "MiFID II") and appears on the list of regulated markets issued by the European Commission (the "Regulated Market"). Notes
issued under the Debt Issuance Programme may also be listed on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange, which
is a regulated market within the meaning of MiFID II, or the Vienna MTF of the Vienna Stock Exchange, which is a multilateral trading facility
within the meaning of MiFID II. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be
admitted to trading on these markets (or any other market and/or stock exchange). Unlisted Notes may also be issued pursuant to this
Programme.
Prospective investors should have regard to the factors described under the section headed "2 Risk Factors" in this Base Prospectus.
This document does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such offer or solicitation is
unlawful. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act")
or with any securities regulatory authority of any state or other jurisdiction of the United States and are being sold pursuant to an exemption from
the registration requirements of the Securities Act. Subject to certain exceptions, the Notes may not be offered or sold within the United States
or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
This Base Prospectus will be published in electronic form on the website of the Luxembourg Stock Exchange (www.luxse.com) and on the
website of BAWAG (www.bawaggroup.com), and will be available free of charge at the specified offices of the Issuers.
This Base Prospectus is valid for a period of 12 months after its approval. The validity will expire on 3 April 2024. There is no obligation
to supplement the Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies when the Base
Prospectus is no longer valid.

Arranger:

Citigroup

Dealers

BAWAG P.S.K.
Citigroup
The date of this Base Prospectus is 3 April 2023.

RESPONSIBILITY STATEMENT

BAWAG with its registered office in Vienna, Austria, and BAWAG P.S.K. with its registered office in Vienna, Austria,
accept responsibility for the information given in this Base Prospectus and for the information which wil be contained
in the Final Terms (as defined herein).
Each Issuer declares that, to the best of its knowledge, the information contained in this Base Prospectus is in
accordance with the facts and that this Base Prospectus makes no omission likely to affect its import.

NOTICE

This Base Prospectus should be read and understood in conjunction with any supplement thereto and with any other
document incorporated herein by reference. Full information on each Issuer and any tranche of notes (the "Tranche"
or "Tranche of Notes") is only available on the basis of the combination of the Base Prospectus and the relevant
final terms (the "Final Terms"). For the avoidance of doubt, the content of websites this Base Prospectus refers to
in hyperlinks does not form part of the Base Prospectus and has not been scrutinised or approved by the competent
authority.
BAWAG (together with its consolidated subsidiaries, including BAWAG P.S.K., the "BAWAG Group") and BAWAG
P.S.K. (together with its consolidated subsidiaries the "BAWAG P.S.K. Group") have each confirmed to Citigroup
Europe AG (the "Arranger" and together with BAWAG P.S.K., the "Dealers") that this Base Prospectus contains all
information with regard to the Issuers and the Notes which is material in the context of the Programme and the issue
and offering of Notes thereunder; that the information contained in this Base Prospectus is accurate and complete
in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held
and based on reasonable assumptions; that there are no other facts the omission of which would make any
statement, whether fact or opinion, in this Base Prospectus misleading in any material respect; and that all
reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained
herein.
No person is or has been authorized to give any information or to make any representation, which is not contained
in, or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or
any other information or representation supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorized by the Issuer or any of the Dealers.
This Base Prospectus is valid for 12 months following its date of approval and it and any supplement hereto as well
as any Final Terms reflect the status as of their respective dates of publication. The offering, sale or delivery of any
Notes may not be taken as an implication that the information contained in such documents is accurate and complete
subsequent to their respective dates of publication or that there has been no adverse change in the financial
condition of the Issuer since such date or that any other information supplied in connection with the Programme is
accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer nor any other
person mentioned in this Base Prospectus, excluding the Issuers, is responsible for the information contained in this
Base Prospectus or any supplement hereof, or any Final Terms or any other document incorporated herein by
reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accepts any responsibility for the accuracy and completeness of the information contained in any of these
documents.
Neither this Base Prospectus nor any Final Terms constitute an offer or invitation by or on behalf of the Issuers or
the Dealers to any person to subscribe for or to purchase any Notes.
The language of this Base Prospectus is English. With the exception of the original German language Audited
Consolidated Annual Financial Statements of BAWAG P.S.K. 2022 (as defined below) and of the original German
language Audited Consolidated Annual Financial Statements of BAWAG P.S.K. 2021 (as defined below), the
respective auditor's opinions, as incorporated by reference into this Base Prospectus, any part of this Base
Prospectus in the German language constitutes a translation. The parts of the Audited Consolidated Annual
Financial Statements of BAWAG 2022 (as defined below) and the Audited Consolidated Annual Financial
Statements of BAWAG 2021 (as defined below), the respective auditor's opinions thereon, as incorporated by
reference into this Base Prospectus, are non-binding English language convenience translations, whereby only the
German language version is binding.
2

In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms and Conditions
may be controlling and binding if so specified in the relevant Final Terms. The Issuers accept responsibility for the
information contained in this Base Prospectus, including the documents incorporated by reference. The Issuers
confirm that the non-binding translation of the Terms and Conditions, either in the German or English language,
correctly and adequately reflects the respective binding language version.
Where a claim relating to the information contained in this Base Prospectus and any supplement thereto is brought
before a court, the plaintiff investor might, under national law, have to bear the costs of translating the Base
Prospectus and any supplement thereto before the legal proceedings are initiated.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final Terms
comes are required by the Issuers and the Dealers to inform themselves about and observe any such restrictions.
For a description of the restrictions applicable in the United States of America, the European Economic Area and
the United Kingdom ("UK") in general, the UK specifically and Japan see "13 Subscription and Sale". In particular,
the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States
and are being sold pursuant to an exemption from the registration requirements of the Securities Act. Notes in bearer
form are subject to tax law requirements of the United States of America; subject to certain exceptions, Notes may
not be offered, sold or (in the case of Notes in bearer form) delivered within the United States of America or to, or
for the account or benefit of, U.S. persons.
This Base Prospectus may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing Notes
issued under the Programme is entitled to use the Base Prospectus if and to the extent set out in "3 Consent
to use the Base Prospectus" below.
This Base Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it
is unlawful to make such an offer or solicitation.
This Base Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for or
purchase any Notes.
GREEN BONDS  The Final Terms relating to any specific Tranche of Notes may provide that it will be the relevant
Issuer's intention to apply an amount equivalent to the net proceeds from an issue of such Notes ("Green Bonds")
specifically for projects and activities that promote climate-friendly and other environmental purposes ("Green
Projects"). BAWAG Group established a framework for such issuances which further specifies the eligibility criteria
for such Green Projects based on the recommendations included in the voluntary process guidelines for issuing
green bonds published by the International Capital Market Association ("ICMA") (the "ICMA Green Bond Principles
2021").
Neither such framework nor any Compliance Opinion (as defined below) are incorporated into or forms part of this
Base Prospectus. None of the Dealers, the Arranger, any of their respective affiliates or any other person mentioned
in the Base Prospectus makes any representation as to the suitability of such Notes to fulfil environmental and/or
sustainability criteria required by any prospective investors. The Dealers and the Arranger have not undertaken, nor
are responsible for, any assessment of the framework established by BAWAG Group or the Green Projects, any
verification of whether any Green Project meets the criteria set out in the framework or the monitoring of the use of
proceeds.
PRIIPs / IMPORTANT EEA RETAIL INVESTORS  If "Prohibition of Sales to EEA Retail Investors" is specified
as "Applicable" in the Final Terms in respect of any Notes, the Notes are not intended, to be offered, sold or
otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive
2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as defined in the
Prospectus Regulation. Consequently no key information document (KID) required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
3

IMPORTANT UK RETAIL INVESTORS If "Prohibition of Sales to UK Retail Investors" is specified as
"Applicable" in the Final Terms in respect of any Notes the Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("EUWA"); or (i ) a customer within the meaning of the provisions of the Financial Services
and Markets Authority ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (i i) not a qualified investor
as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF ANY)
NAMED AS THE STABILISATION MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY
STABILISATION MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY, TO THE EXTENT PERMITTED BY
APPLICABLE LAWS AND REGULATIONS, OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW
TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH THE ADEQUATE PUBLIC
DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES AND, IF
BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER
THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-
ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
Each Issuer has undertaken, in connection with the listing of the Notes on the Official List of the Luxembourg Stock
Exchange and admission to trading on the "regulated market of the Luxembourg Stock Exchange" which is a
regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May
2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU ("MiFID II"),
that if, while Notes of any Issuer are outstanding and listed on the Official List of the Luxembourg Stock Exchange
and are admitted to trading on the regulated market of the Luxembourg Stock Exchange, there shal occur any
adverse change in the business or financial position of the relevant Issuer or any change in the information set out
under "Terms and Conditions of the Notes", that is material in the context of issuance under the Programme which
is not reflected in this Base Prospectus (or any of the documents incorporated by reference in this Base Prospectus)
the Issuers, as the case may be, wil prepare or procure the preparation of a supplement to this Base Prospectus in
accordance with Article 23 of the Prospectus Regulation, as the case may be, publish a new Base Prospectus for
use in connection with any subsequent issue by the Issuers of Notes to be listed on the Official List of the
Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange.
BENCHMARKS REGULATION STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION
Amounts payable under the Notes may be calculated by reference to (i) EURIBOR (Euro Interbank Offered Rate),
which is provided by the European Money Markets Institute ("EMMI"), (i ) certain constant maturity swap rates which
are provided by the ICE Benchmark Administration Limited ("IBA"), (ii ) SONIA (Sterling Overnight Index Average),
which is provided by the Bank of England ("BoE"), or (iv) SOFR (Secured Overnight Financing Rate), which is
provided by the Federal Reserve Bank of New York ("FRBNY"). EMMI appears whereas IBA does not appear on
the register of administrators and benchmarks established and maintained by the European Securities and Markets
Authority (ESMA) (the "ESMA Register") pursuant to Article 36 of Regulation (EU) 2016/1011 (the "Benchmarks
Regulation"). As far as the Issuers are aware, neither BoE nor FRBNY are required to obtain authorisation or
registration pursuant to Article 2(2) of the Benchmarks Regulation, and in relation to IBA, the transitional provisions
in Article 51 of the Benchmarks Regulation apply, such that IBA is not currently required to obtain authorisation,
registration, recognition, endorsement or equivalence. In case Notes are issued which make reference to another
benchmark or there was any change with regard to any of the above benchmarks, the applicable Final Terms wil
specify the name of the specific benchmark and the relevant administrator. In such case, the applicable Final Terms
will further specify if the relevant administrator is included in the ESMA Register or whether the transitional provisions
in Article 51 of the Benchmarks Regulation apply.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes wil include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
4

recommending the Notes (a "distributor") should take into consideration the target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes will include
a legend entitled "UK MiFIR Product Governance" which wil outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however,
a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK
MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of
the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination wil be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") or UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a manufacturer for the
purpose of the MiFID Product Governance Rules or the UK MiFIR Product Governance Rules.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE
(THE "SFA") Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued
under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of
Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
References to "EUR", "Euro" and "" are to the euro, the currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the treaty establishing the European Community, as amended
by the treaty on the European Union ("EU"), as amended. References to "GBP" are to British pound sterling, the
official currency of the UK, references to "CHF" are to Swiss franc, the official currency of Switzerland.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and estimates
of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the use of terms
and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project",
"wil " and similar terms and phrases, including references and assumptions. This applies, in particular, to statements
in this Base Prospectus containing information on future earning capacity, plans and expectations regarding each
Issuer's business and management, its growth and profitability, and general economic and regulatory conditions
and other factors that affect it.
Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the Issuer
makes to the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties
and other factors which could cause actual results, including each Issuer's financial condition and results of
operations, to differ materially from and be worse than results that have expressly or implicitly been assumed or
described in these forward-looking statements. Each Issuer's business is also subject to a number of risks and
uncertainties that could cause a forward-looking statement, estimate or prediction in this Base Prospectus to become
inaccurate. Accordingly, investors are strongly advised to read the following sections of this Base Prospectus:
"2 Risk Factors", "7 General Description of BAWAG as Issuer", "8 General Description of BAWAG P.S.K. as Issuer"
and "9 Business Overview of BAWAG Group". These sections include more detailed descriptions of factors that
might have an impact on each Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not
occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update
any forward-looking statement or to conform these forward-looking statements to actual events or developments.
INFORMATION FROM THIRD PARTIES
Unless otherwise indicated, statements in this Base Prospectus regarding the market environment, market
developments, growth rates, market trends and the competitive situation in the markets and segments in which the
5

Issuers operate are based on data, statistical information, sector reports and third-party studies, as well as the
Issuers' own estimates. Management estimates unless otherwise indicated are based on internal market
observations and/or studies by third parties.
To the extent that information has been sourced from third parties, this information has been accurately reproduced
by the Issuers in this Base Prospectus and, as far as the Issuers are aware and are able to ascertain from information
published by these third parties, no facts have been omitted which would render the reproduced information
inaccurate or misleading. However, market studies and analyses are frequently based on information and
assumptions that may not be accurate or technically correct, and their methodology is, by nature, forward-looking
and speculative. The source of such third-party information is cited whenever such information is used in this Base
Prospectus. Such third-party sources include:
EU commission, "Winter 2022 Economic Forecast: Growth expected to regain traction after winter
slowdown" - GDP growth 2021 and GDP growth projection for 2022 available at
https://ec.europa.eu/info/business-economy-euro/economic-performance-and-forecasts/economic-
forecasts/winter-2022-economic-forecast-growth-expected-regain-traction-after-winter-slowdown_de
Eurostat, "HICP monthly data (annual rate of change)" consumer price inflation as derived from the year
over year % change of the Harmonised Index of Consumer Prices available at
https://ec.europa.eu/eurostat/databrowser/view/prc_hicp_manr/default/table?lang=en
European Central Bank, "Key ECB interest rates" key interest rates for the euro area set by the European
Central Bank in 2022 and 2023 available at

https://www.ecb.europa.eu/stats/policy_and_exchange_rates/key_ecb_interest_rates/html/index.en.html
Irrespective of the assumption of responsibility for the contents of this Base Prospectus by the Issuers, the Issuers
have not verified any figures, market data and other information used by third parties in their studies, publications
and financial information, or the external sources on which each Issuer's estimates are based. The Issuers therefore
assume no liability for and offers no guarantee of the accuracy of the data from studies and third-party sources
contained in this Base Prospectus and/or for the accuracy of data on which each Issuer's estimates are based.
This Base Prospectus also contains estimates of market and other data and information derived from such data that
cannot be obtained from publications by market research institutes or from other independent sources. Such
information is partly based on own market observations, the evaluation of industry information (from conferences,
sector events, etc.) or internal assessments. Each Issuer's management believes that its estimates of market and
other data and the information it has derived from such data assists investors in gaining a better understanding of
the industry in which BAWAG Group operates and BAWAG Group's position therein. Each Issuer's own estimates
have not been checked or verified externally. Each Issuer nevertheless assumes that its own market observations
are reliable. The Issuers give no warranty for the accuracy of each Issuer's own estimates and the information
derived therefrom. They may differ from estimates made by competitors of BAWAG Group or from future studies
conducted by market research institutes or other independent sources.
The Issuers have included information from Moody's Deutschland GmbH.
Information contained on any website mentioned in this Base Prospectus, including the websites of BAWAG Group
and BAWAG P.S.K., unless incorporated by reference in this Base Prospectus, is not part of this Base Prospectus
and has not been scrutinised or approved by the CSSF.
6

TABLE OF CONTENTS

GENERAL DESCRIPTION OF THE PROGRAMME ......................................................................... 10
1.1
General ..............................................................................................................................10
1.2
Issue procedures ...............................................................................................................11

RISK FACTORS ................................................................................................................................. 13
2.1
Risks relating to BAWAG Group, including BAWAG P.S.K. and BAWAG P.S.K.
Group ................................................................................................................................13
2.2
Risks relating to BAWAG ...................................................................................................31
2.3
Risks relating to the Notes .................................................................................................32

CONSENT TO USE THE BASE PROSPECTUS ............................................................................... 50

TERMS AND CONDITIONS OF THE NOTES ................................................................................... 51
OPTION I Terms and Conditions for Notes with fixed interest rates or fixed resettable
interest rates ......................................................................................................................52
OPTION II Terms and Conditions for Notes with floating interest rates ........................................85
OPTION III Terms and Conditions for Notes with fixed-to-floating interest rates ........................ 113
OPTION IV Terms and Conditions for Zero Coupon Notes ........................................................ 143

TERMS AND CONDITIONS OF THE NOTES ................................................................................. 158
OPTION I Emissionsbedingungen für Schuldverschreibungen mit fester Verzinsung oder
fester und neu festsetzbarer fester Verzinsung ................................................................ 159
OPTION II Emissionsbedingungen für Schuldverschreibungen mit variabler Verzinsung .......... 195
OPTION III Emissionsbedingungen für Schuldverschreibungen mit fester zur variabler
Verzinsung ....................................................................................................................... 225
OPTION IV Emissionsbedingungen von Nullkupon-Schuldverschreibungen ............................. 257

FORM OF THE FINAL TERMS ........................................................................................................ 273

GENERAL DESCRIPTION OF BAWAG AS ISSUER ..................................................................... 292
7.1
Information about BAWAG ............................................................................................... 292
7.2
Structure of BAWAG Group ............................................................................................. 294
7.3
Trend information ............................................................................................................. 294
7.4
Administrative, management and supervisory bodies ...................................................... 296
7.5
Major shareholders .......................................................................................................... 298
7.6
Legal and arbitration proceedings .................................................................................... 298
7.7
Significant change in the financial position of BAWAG Group .......................................... 299
7.8
Material contracts ............................................................................................................ 299
7.9
Ratings ............................................................................................................................ 299

GENERAL DESCRIPTION OF BAWAG P.S.K. AS ISSUER ......................................................... 300
8.1
Information about BAWAG P.S.K. .................................................................................... 300
8.2
Structure of BAWAG P.S.K. Group .................................................................................. 301
7

8.3
Trend information ............................................................................................................. 301
8.4
Administrative, management and supervisory bodies ...................................................... 302
8.5
Major shareholders .......................................................................................................... 303
8.6
Legal and arbitration proceedings .................................................................................... 303
8.7
Significant change in the financial position of BAWAG P.S.K. Group ............................... 303
8.8
Material contracts ............................................................................................................ 303
8.9
Ratings ............................................................................................................................ 304

BUSINESS OVERVIEW OF BAWAG GROUP ................................................................................ 305
9.1
Principal areas of activity ................................................................................................. 305
9.2
Bank transformation ......................................................................................................... 305
9.3
Strategy ........................................................................................................................... 305
9.4
Segments of BAWAG Group ............................................................................................ 310
9.5
Trends affecting BAWAG Group ...................................................................................... 312
9.6
Employees ....................................................................................................................... 313

FINANCIAL INFORMATION ............................................................................................................ 314
10.1
Financial information of BAWAG ...................................................................................... 314
10.2
Financial information of BAWAG P.S.K. ........................................................................... 323

REGULATORY CAPITAL REQUIREMENTS .................................................................................. 325
11.1
Minimum capital requirements and regulatory ratios ........................................................ 325
11.2
Minimum requirement for own funds and eligible liabilities ............................................... 327

TAXATION ........................................................................................................................................ 329
12.1
Taxation Warning ............................................................................................................. 329
12.2
Taxation in Austria ........................................................................................................... 329

SUBSCRIPTION AND SALE ........................................................................................................... 333
13.1
General ............................................................................................................................ 333
13.2
European Economic Area ................................................................................................ 333
13.3
United States of America ................................................................................................. 334
13.4
Selling restrictions addressing additional United Kingdom of Great Britain and
Northern Ireland securities laws ....................................................................................... 336
13.5
Hong Kong ....................................................................................................................... 337
13.6
Japan ............................................................................................................................... 337
13.7
Republic of Singapore ("Singapore") ................................................................................ 337

GENERAL INFORMATION .............................................................................................................. 339
14.1
Types of Notes issued under the Programme .................................................................. 339
14.2
Use of proceeds and reasons for an offer ........................................................................ 344
14.3
Interest of natural and legal persons involved in an issue/offer ........................................ 344
14.4
Authorization .................................................................................................................... 344
8

14.5
Independent auditors ....................................................................................................... 344
14.6
Clearing systems ............................................................................................................. 344
14.7
Listing of the Programme and admission to trading.......................................................... 345
14.8
The basis for any statements in the registration document made by the Issuer
regarding its competitive position. .................................................................................... 345
14.9
Passporting ...................................................................................................................... 345

DOCUMENTS INCORPORATED BY REFERENCE / DOCUMENTS AVAILABLE ....................... 346
15.1
Documents incorporated by reference ............................................................................. 346
15.2
Cross-reference list of documents incorporated by reference .......................................... 347
15.3
Documents available ........................................................................................................ 351

9

GENERAL DESCRIPTION OF THE PROGRAMME
1.1
General
Under this Debt Issuance Programme, each Issuer may from time to time issue Notes, including covered bonds
(gedeckte Schuldverschreibungen) ("Covered Bonds") denominated in any Specified Currency agreed between
the Issuer and the relevant Dealer(s). The Issuers may increase the amount of the Programme in accordance with
the terms of the Dealer Agreement (as defined herein) from time to time. The Debt Issuance Programme is not
subject to a maximum aggregate principal amount.
Notes may be issued on a continuing basis to one or more of the Dealers and any additional dealer appointed under
the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis. Notes may
be distributed by way of offer to the public or private placements and, in each case, on a syndicated or non-
syndicated basis. The method of distribution of each Tranche wil be stated in the relevant Final Terms. Notes may
be offered to non-qualified and/or qualified investors.
Notes will be issued in Tranches, each Tranche consisting of Notes, which are identical in all respects. One or more
Tranches, which are expressed to be consolidated and forming a single series and identical in all respects, but
having different issue dates, interest commencement dates, issue prices and dates for first interest payments may
form a series of Notes (the "Series"). Further Notes may be issued as part of an existing Series. The specific terms
of each Tranche wil be set forth in the applicable Final Terms. The redemption amount under the Notes wil be at
least 100% of their principal amount. Notes will be issued with a maturity of twelve months or more.
Notes wil be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer(s)
and as indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in Euro,
EUR 1,000, and, if in any currency other than Euro, an amount in such other currency at least to EUR 1,000 at the
time of the issue of Notes. Subject to any applicable legal or regulatory restrictions, and requirements of relevant
central banks, Notes may be issued in Euro or any other currency.
Notes may be issued under the Programme as Unsubordinated Notes, Senior Non-Preferred Notes or Subordinated
Notes by both Issuers. Furthermore, Notes may be issued as Covered Bonds (gedeckte Schuldverschreibungen)
under the Austrian Covered Bond Act, Federal Law Gazette I No. 199/2021 (Pfandbriefgesetz "PfandBG") by
BAWAG P.S.K. (as described below under "14 General Information").
Notes issued pursuant to the Programme may be rated or unrated. A security rating is not a recommendation to
buy, sell or hold Notes issued under the Programme and may be subject to suspension, reduction or withdrawal at
any time by the assigning rating agency. A suspension, reduction or withdrawal of the rating assigned to the Notes
issued under the Programme may adversely affect the market price of the Notes issued under the Programme.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated in the
Final Terms. The issue price for Notes to be issued will be determined at the time of pricing on the basis of a yield
which wil be determined on the basis of the orders of the investors which are received by the Dealers during the
offer period. Orders wil specify a minimum yield and may only be confirmed at or above such yield. The resulting
yield wil be used to determine an issue price, al to correspond to the yield.
The yield for Notes with fixed interest rates or fixed resettable interest rates wil be calculated by the use of the ICMA
method, which determines the effective interest rate of notes taking into account accrued interest on a daily basis.
Application will be made to the Luxembourg Stock Exchange for the Programme to be listed on the Official List of
the Luxembourg Stock Exchange and to be admitted to trading on the Regulated Market or on the professional
segment of the Regulated Market of the Luxembourg and/or on the Official Market (Amtlicher Handel) of the Vienna
Stock Exchange. The Notes issued under this Programme may be listed on the Official List of the Luxembourg Stock
Exchange and admitted to trading on the Luxembourg Stock Exchange's and the Vienna Stock Exchange's
regulated markets. The Notes issued under this Programme may also be listed on the Vienna MTF of the Vienna
Stock Exchange, which is a multilateral trading facility within the meaning of MiFID II. The Luxembourg Stock
Exchange and the Vienna Stock Exchange do not automatically list Notes and may under certain circumstances
refuse listing and admission to trading of the Notes. The Programme provides that Notes may be listed on other or
further stock exchanges as may be agreed between the relevant Issuer and the relevant Dealer(s) in relation to
each issue. Notes may further be issued under the Programme without being listed on any stock exchange.
10