Obligation Erste Bank 0.589% ( XS0188305741 ) en EUR

Erste Bank

100 % ⇌

Autriche

XS0188305741 ( en EUR )

0.589% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Erste Group XS0188305741 en EUR 0.589%, échéance Perpétuelle

1 000 EUR

275 000 000 EUR

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 EUR, avec le code ISIN XS0188305741, paye un coupon de 0.589% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

OFFERING CIRCULAR
Dated 22 March 2004

EUR 275,000,000
Erste Finance (Jersey) (4) Limited
(Incorporated with limited liability under the laws of Jersey)
Series H
Non-cumulative Non-voting Preference Shares
(liquidation preference of EUR 1,000 per Series H Preference Share)
having the benefit of a support agreement entered into with
Erste Bank der oesterreichischen Sparkassen AG
(Incorporated as a joint stock company in the Republic of Austria)
275,000 Series H Floating Rate Non-cumulative Non-voting Preference Shares with a liquidation preference of
EUR 1,000 each (the ``Series H Preference Shares'') are proposed to be issued by Erste Finance (Jersey) (4)
Limited (the ``Issuer'') on 24 March 2004 (the ``Closing Date''). The holders of the Series H Preference
Shares will have the benefit of a support agreement to be entered into by Erste Bank der oesterreichischen
Sparkassen AG (``Erste Bank'') and the Issuer, as further described in the ``Support Agreement'' herein, and
in connection therewith the Issuer will have the benefit of an intercompany agreement to be entered into
between the Issuer and Erste Bank, as further described in ``Intercompany Agreement'' herein.
The Series H Preference Shares will entitle holders to receive (subject to the limitations described in
``Statement of Rights of the Series H Preference Shares'') non-cumulative preferential cash dividends payable
at a floating rate equal to the aggregate of the prevailing Reference Rate (as defined herein) and 0.10 per
cent. per annum provided the dividend rate shall in no event be more than 9 per cent. per annum. Dividends
will be payable quarterly in arrear on the Dividend Date (as defined herein) falling on 24 March, 24 June, 24
September and 24 December in each year, a ``Dividend Date'' commencing on the Dividend Date falling on 24
June 2004.
The Series H Preference Shares will be redeemable at the option of the Issuer, (subject to the prior consent of
Erste Bank and provided that the Series H Preference Shares are (subject to certain exceptions) substituted by
capital of equal or better quality unless the Financial Market Authority (as defined herein) determines that
Erste Bank and the Credit Institute Group (as defined herein) have sufficient Own Funds required for an
adequate risk coverage even after repayment of the capital), in whole but not in part, at EUR 1,000 per Series
H Preference Share plus accrued and unpaid dividends (whether or not declared) for the then current Dividend
Period (as defined in ``Statement of Rights of the Series H Preference Shares'') to the Optional Redemption
Date, on the Dividend Date falling on 24 March 2009 or any Dividend Date falling thereafter and, for
taxation reasons or capital reasons, on any Dividend Date, subject as described in ``Statement of Rights of the
Series H Preference Shares''.
In the event of the liquidation, dissolution or winding-up of the Issuer, holders of Series H Preference Shares
will be entitled to receive for each Series H Preference Share a liquidation preference of EUR 1,000 plus
accrued and unpaid dividends (whether or not declared) for the then current applicable Dividend Period to the
date of payment, subject as described in ``Statement of Rights of the Series H Preference Shares''.
Issue Price: 100 per cent of the liquidation preference
per Series H Preference Share
Application for the listing of the Series H Preference Shares has been made to the Luxembourg Stock
Exchange.
BNP PARIBAS

A copy of this Offering Circular will be delivered to the Jersey Registrar of Companies in accordance
with Article 5 of the Companies (General Provisions) (Jersey) Order 1992, in order that he gives his
consent to its circulation.
The consent of the Jersey Financial Services Commission under Article 4 of the Control of Borrowing
(Jersey) Order 1958 to the issue by the Issuer of the Series H Preference Shares will be sought prior to
the issue of the Series H Preference Shares. The Jersey Financial Services Commission is protected by
the Borrowing (Control) (Jersey) Law 1947, as amended, against liability arising from the discharge of
its functions under that Law.
It must be distinctly understood that when giving these consents, neither the Jersey Registrar of
Companies nor the Jersey Financial Services Commission will take any responsibility for the financial
soundness of the Issuer or for the correctness of any statements made, or opinions expressed, with regard
to it.
The Issuer confirms, after having made all reasonable inquiries, that this Offering Circular contains all
information with regard to the Issuer and the Series H Preference Shares which is material to the issue
of the Series H Preference Shares, that such information is true and accurate in all material respects and
is not misleading, that the opinions and intentions expressed in this Offering Circular on the part of the
Issuer are honestly held and that there are no other facts the omission of which makes any such
information or the expression of any such opinion or intention misleading in any material respect. The
Issuer accepts responsibility accordingly.
The Issuer has taken all reasonable care to ensure that the facts stated in this document are true and
accurate in all material respects, and that there are no other facts the omission of which would make
misleading any statement in the document, whether of facts or of opinion. The Issuer accepts
responsibility accordingly.
Erste Bank confirms, after having made all reasonable inquiries, that this Offering Circular contains all
information with regard to the Issuer, Erste Bank and its subsidiaries and affiliates and the Series H
Preference Shares which is material to the issue of the Series H Preference Shares, that the information
contained in this Offering Circular is true and accurate in all material respects and is not misleading,
that the opinions and intentions expressed in this Offering Circular on the part of Erste Bank and the
Issuer are honestly held and that there are no other facts the omission of which makes this Offering
Circular as a whole or any such information or the expression of any such opinion or intention
misleading in any material respect. Erste Bank accepts responsibility accordingly.
No person has been authorised to give information or to make any representation other than those
contained in this document and, if given or made, such information or representation must not be relied
on as having been authorised by the Issuer, Erste Bank or the Lead Manager (as defined in
``Subscription and Sale'' below). Neither the delivery of this document nor any subscription, sale or
purchase made in connection herewith shall, in any circumstances, create any implication that there has
been no change in the affairs of the Issuer or Erste Bank since the date hereof.
Prospective investors should inform themselves as to the legal requirements and tax consequences within
the countries of their residence and domicile for the acquisition, holding or disposition of Series H
Preference Shares and any foreign exchange restrictions that might be relevant to them. This Offering
Circular does not constitute an offer of, or an invitation by or on behalf of, the Issuer, Erste Bank or
any Manager to subscribe for or purchase any of the Series H Preference Shares.
Investors should satisfy themselves that they understand all the risks associated with making investments
in the nature of the Series H Preference Shares. If a prospective investor is in any doubt whatsoever as
to the risks involved in investing in the Series H Preference Shares, he or she should consult his or her
professional advisers.
If you are in any doubt about the contents of this document you should consult your stockbroker, bank
manager, solicitor, accountant or other financial adviser. It should be remembered that the price of
securities and the income from them can go down as well as up.
The Series H Preference Shares are only suitable for financially sophisticated investors who are capable
of evaluating the risks involved in investing in the Series H Preference Shares.
The distribution of this document and the offering of the Series H Preference Shares in certain
jurisdictions may be restricted by law. Persons into whose possession this document comes are required by
the Issuer, Erste Bank and the Lead Manager to inform themselves about, and to observe, any such
restrictions.
2

No action has been taken as a matter of the laws of any jurisdiction to permit the public offering of the
Series H Preference Shares in any jurisdiction. Accordingly, the Series H Preference Shares may not be
offered or sold, directly or indirectly, and this Offering Circular may not be distributed in any
jurisdiction, except in accordance with the legal requirements applicable in that jurisdiction. In particular,
the Series H Preference Shares have not been and will not be registered under the United States
Securities Act of 1933 as amended (the ``Securities Act''). Subject to certain exceptions, the Series H
Preference Shares may not be offered, sold or delivered within the United States or to U.S. persons. A
further description of certain restrictions on the offering and sale of the Series H Preference Shares and
on the distribution of this document is given under ``Subscription and Sale'' below.
Unless otherwise specified or the context requires, references to ``HUF'' are to the lawful currency of
Hungary, references to ``SKK'' are to the lawful currency of the Slovak Republic, references to ``CZK''
are to the lawful currency of the Czech Republic, references to U.S.$ are to the lawful currency of the
United States of America, references to £ are to the lawful currency of the United Kingdom, references
to ¥ are to the lawful currency of Japan and references to ``euro'', ``EUR'' and ``A'' are to the currency
introduced at the start of the third stage of European Economic and Monetary Union pursuant to the
Treaty establishing the European Community, as amended from time to time.
In connection with this issue, BNP Paribas may over-allot or effect transactions with a view to
supporting the market price of the Series H Preference Shares at a level higher than that which might
otherwise prevail for a limited period after the issue date. However, there is no obligation on BNP
Paribas or any agent of its to do this. Such stabilising, if commenced, may be discontinued at any time,
and must be brought to an end after a limited period ending, in any event, no later than 30 days after
the issue date. Such stabilising shall be carried out in accordance with all applicable laws and regulations.
3

DEFINITIONS
In this Offering Circular, the following definitions will be used to refer to Erste Bank der
oesterreichischen Sparkassen AG and its majority owned and other subsidiaries (save that for the
``Statement of Rights'' these terms shall have the meanings referred to therein):
``Erste Bank AG'' or ``Erste Bank'' means Erste Bank der oesterreichischen Sparkassen AG the parent
company alone, which prepares separate non-consolidated financial statements in accordance with
Austrian GAAP. Certain statistical information included in this Offering Circular was prepared
exclusively for Erste Bank AG.
``Erste Bank Group'' means Erste Bank AG together with consolidated subsidiaries and associates
(which are stated at equity and where Erste Bank has a significant influence). Before the
Haftungsverbund became effective on 1 January 2002, Erste Bank Group's consolidated financial
statements included only subsidiaries in which Erste Bank AG owned a majority interest and
associates. As of 1 January 2002, the term ``Erste Bank Group'' includes the savings banks
consolidated by Erste Bank Group under the Haftungsverbund agreement. Therefore, unless otherwise
stated, the term ``Erste Bank Group'' in this Offering Circular in respect of any period from and
including 1 January 2002 includes the consolidated savings banks under the Haftungsverbund
agreement.
``Core Group'' or ``Erste Bank Core Group'' means Erste Bank Group excluding subsidiaries
consolidated solely by reason of the Haftungsverbund agreement.
``Subsidiaries'' means all companies consolidated with Erste Bank AG under International Financial
Reporting Standards (``IFRS'').
``Savings Bank Group'' means
Erste Bank
AG, the savings banks consolidated under the
Haftungsverbund agreement (together, Erste Bank Group) and nine other savings banks that are not
members of the Haftungsverbund agreement, but excluding Bank Austria Creditanstalt AG (``Bank
Austria'').
``Savings Bank Sector'' means the Savings Bank Group together with Bank Austria and is the legal
definition of all Austrian savings banks combined and is the basis on which the Austrian National
Bank (Oesterreichische Nationalbank) prepares statistical information for the savings bank industry.
PRESENTATION OF FINANCIAL INFORMATION OF ERSTE BANK
The audited consolidated financial statements as at and for the years ended 31 December 2002 and
31 December 2001 of the Erste Bank Group appear on pages F-2 to F-59 of this Offering Circular.
The information given on the Core Group as at and for the year ended 31 December 2002 was not
subject to an audit. The unaudited consolidated financial statements as at and for the nine months
ended 30 September 2003 and unaudited comparative figures as at and for the nine months ended 30
September 2002 of the Erste Bank Group appear on pages F-60 to F-69 of this Offering Circular. It
should be noted that the consolidated financial statements for periods prior to 1 January 2002 are not
directly comparable to the consolidated financial statements as at and for periods ended on or after 1
January 2002 since Erste Bank AG entered into a Haftungsverbund with a number of other Austrian
savings banks with effect from 1 January 2002, as a result of which Erste Bank is required (under
IFRS) to consolidate all members of the Haftungsverbund in its own consolidated financial statements
prepared in accordance with IFRS. This has a significant effect on Erste Bank's consolidated financial
statements. For a description of the Haftungsverbund see ``Erste Bank der oesterreichischen Sparkassen
AG Savings Banks Strategy of Erste Bank'' on page 21 below and see generally the Notes to the
unaudited consolidated financial statements as at and for the nine months ended 30 September 2003.
All financial information presented from and including 1 January 2002 for the Erste Bank Group
includes (unless otherwise dated or grouped as the Core Group) the savings banks consolidated by the
Erste Bank Group under the Haftungsverbund agreement.
INCORPORATION BY REFERENCE
The audited consolidated financial statements of Erste Bank as at and for the years ended 31
December 2002 and 2001 are incorporated by reference in this Offering Circular. Copies of these
audited consolidated financial statements are available free of charge from the paying agent in
Luxembourg shown on the back page of this Offering Circular during normal business hours for so
long as the Series H Preference Shares are outstanding and at the registered offices of the Issuer and
Erste Bank.
4

TABLE OF CONTENTS
Page
SUMMARY OF THE ISSUE
P
P
P
P
P
P
P
P
P
P
P
6
SUMMARY FINANCIAL INFORMATION FOR ERSTE BANK P
P
P
P
P
11
USE OF PROCEEDS P
P
P
P
P
P
P
P
P
P
P
P
P
14
THE ISSUER
P
P
P
P
P
P
P
P
P
P
P
P
P
P
15
CAPITALISATION OF THE ERSTE BANK GROUP
P
P
P
P
P
P
P
18
ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG P
P
P
P
P
19
STATEMENT OF RIGHTS OF THE SERIES H PREFERENCE SHARES
P
P
P
39
OTHER PROVISIONS OF THE ISSUER'S ARTICLES P
P
P
P
P
P
P
47
SUPPORT AGREEMENT
P
P
P
P
P
P
P
P
P
P
P
P
49
INTERCOMPANY AGREEMENT
P
P
P
P
P
P
P
P
P
P
56
AUSTRIAN BANKING SYSTEM
P
P
P
P
P
P
P
P
P
P
59
TAXATION
P
P
P
P
P
P
P
P
P
P
P
P
P
P
65
SUBSCRIPTION AND SALE
P
P
P
P
P
P
P
P
P
P
P
68
GENERAL INFORMATION
P
P
P
P
P
P
P
P
P
P
P
70
AUDITORS' REPORTP
P
P
P
P
P
P
P
P
P
P
P
P
F-1
FINANCIAL STATEMENTS
P
P
P
P
P
P
P
P
P
P
P
F-2
UNAUDITED FINANCIAL STATEMENTS AS AT AND FOR THE NINE MONTHS
ENDED 30 SEPTEMBER 2003 P
P
P
P
P
P
P
P
P
P
P
F-60
PRELIMINARY ANNOUNCEMENT AS TO RESULTS (UNAUDITED) OF ERSTE
BANK FOR THE YEAR ENDED 31 DECEMBER 2003
P
P
P
P
P
P
F-70
5

SUMMARY OF THE ISSUE
The following summary is qualified in its entirety by the more detailed information included elsewhere in
this Offering Circular.
THE ISSUE
Issuer:
Erste Finance (Jersey) (4) Limited, an indirect wholly-owned
subsidiary of Erste Bank incorporated in Jersey and organised
under the Companies (Jersey) Law 1991.
Parent:
Erste Bank der oesterreichischen Sparkassen AG.
Issue Size:
EUR 275,000,000
Issue Details:
275,000 Series H Floating Rate Non-cumulative Non-voting
Preference Shares each with a liquidation preference of EUR 1,000.
Dividends:
Dividends will be payable quarterly in arrear by the Issuer, whether
or not declared by the Board of Directors of the Issuer. Dividends
for each Dividend Period (as defined in ``Statement of Rights of the
Series H Preference Shares'') will be payable on each Dividend Date
at a floating rate equal to the aggregate of the prevailing Reference
Rate and 0.10 per cent. per annum provided the Dividend Rate shall
be in no event more than 9 per cent. per annum. If no Dividend is
paid by the Issuer in respect of any Dividend Period (as defined in
``Statement of Rights of the Series H Preference Shares''), rights to
such dividends shall lapse.
As used herein ``Reference Rate'' means in respect of any Dividend
Period, the 10-year mid swap rate in EUR (annual, 30/360) versus 6
month EURIBOR (semi-annual, ACT/360) which appears on
Reuters Page ``ISDAFIX2'' under the heading ``EURIBOR
BASIS 11:00 AM FRANKFURT'' as of 11:00 am Frankfurt
time (the ``Relevant Screen Page''), on the Dividend Determination
Date.
Support Agreement:
The holders of the Series H Preference Shares will have the benefit
of a support agreement to be entered into as a deed poll by Erste
Bank and the Issuer in respect of the obligations of the Issuer under
the Series H Preference Shares (the ``Support Agreement''). In
connection with the Support Agreement, the Issuer will have the
benefit of an intercompany agreement to be entered into between
the Issuer and Erste Bank (the ``Intercompany Agreement'') in
respect of Erste Bank's obligations under the Support Agreement.
See ``Support Agreement'' and ``Intercompany Agreement'' below.
Restrictions on Payments:
Erste Bank will not be obliged to make any payment in respect of
Dividends under the Support Agreement in respect of any fiscal
year:
(a)
to the extent that such payment, together with the amount
of:
(i)
any Dividends (including any Additional Amounts as
defined in ``Statement of Rights of the Series H
Preference Shares'' in respect thereof) previously paid
by the Issuer in respect of the Series H Preference
Shares in respect of such fiscal year;
(ii)
any Dividends previously paid on, or payments made
to holders in respect of, Dividend Parity Securities (as
defined in ``Statement of Rights of the Series H
Preference Shares'') in respect of such fiscal year; and
6

(iii) any Dividends proposed to be paid on, or payments
proposed to be made to holders in respect of,
Dividend Parity Securities in respect of such fiscal
year,
would
exceed
``Distributable
Funds''
(as
defined
in
``Statement of Rights of the Series H Preference Shares'')
for the prior fiscal year; or
(b)
even if sufficient Distributable Funds are available, to the
extent that, in accordance with applicable Austrian banking
regulations affecting banks which fail to meet their capital
ratios on a consolidated basis pursuant to the Austrian
Banking Act 1993, as amended, Erste Bank would be
limited in making payments on preferred securities or
preference shares issued by it ranking pari passu as to
participation in profits with Erste Bank's obligations under
the
Support
Agreement
relating
to
Dividend
Parity
Securities.
In the event that the payments described above cannot be made in
full by reason of any such limitation, such payments will be made
pro rata in the proportion that the amount available for payment
bears to the full amount that would have been payable but for such
limitation.
For the text of the Support Agreement, see ``Support Agreement''.
The above restrictions are imposed mutatis mutandis on payments
by the Issuer of Dividends in respect of the Series H Preference
Shares; see ``Statement of Rights of the Series H Preference Shares''.
If no payment is made by Erste Bank under the Support Agreement
pursuant to the foregoing provisions, the entitlement of the holders
of Series H Preference Shares to enforce payment by Erste Bank to
the Issuer shall lapse, and no payment in respect of any missed or
reduced Dividend need be made at any time by the Issuer or by
Erste Bank in such circumstances.
If a dividend is not paid on the Series H Preference Shares by the
Issuer, no dividend or other distribution may be made by Erste
Bank in respect of its ordinary shares or its preferred stock until
such time as payment of Dividends in respect of the Series H
Preference Shares is resumed.
Withholding Tax and Additional
The Issuer will pay such additional amounts to each holder of the
Amounts:
Series H Preference Shares as may be necessary in order that every
net payment in respect of the Series H Preference Shares, after
withholding for any taxes imposed by Jersey or Austria upon or as a
result of such payment, shall equal the amounts which would have
been receivable in the absence of such withholding, subject to the
exceptions described in ``Statement of Rights of the Series H
Preference Shares''. The obligations of the Issuer to pay any such
additional amounts are described more fully in ``Statement of
Rights of the Series H Preference Shares''.
Optional Redemption:
The Series H Preference Shares are redeemable at the option of the
Issuer, subject to applicable legislation and to the prior consent of
Erste Bank, in whole but not in part, on the Dividend Date falling
on 24 March 2009 or any Dividend Date thereafter, upon not less
than 30 and no more than 60 Business Days' notice to the Holders,
each to be redeemed at EUR 1,000 per Series H Preference Share
plus accrued and unpaid dividends (whether or not declared) for the
then current Dividend Period on the specified Optional Redemption
Date, provided that the Series H Preference Shares which are
7

redeemed are substituted by capital of equal or better quality, unless
the Financial Market Authority (as defined in the Austrian Banking
Act 1993, as amended) determines that Erste Bank and the Credit
Institute Group (as defined in ``Statement of Rights of the Series H
Preference Shares'') have sufficient Own Funds (as defined in the
Austrian Banking Act 1993, as amended) required for an adequate
risk coverage even after repayment of the Series H Preference
Shares. Upon the expiry of such notice, the Issuer shall be bound to
redeem the relevant Series H Preference Shares accordingly.
Redemption for Tax Reasons and
In addition, the Series H Preference Shares are redeemable at the
Capital Reasons:
option of the Issuer, subject to applicable legislation and to the prior
consent of Erste Bank and provided (subject to certain exceptions)
that the Series H Preference Shares are substituted by capital of
equal or better quality, unless the Financial Market Authority
determines that Erste Bank and the Credit Institute Group have
sufficient Own Funds required for an adequate risk coverage even
after repayment of the Series H Preference Shares. The Series H
Preference Shares are redeemable in whole but not in part, at EUR
1,000 per Series H Preference Share plus accrued and unpaid
dividends (whether or not declared) for the then current Dividend
Period to the Optional Redemption Date, on any Dividend Date if
(i) the Issuer is or would be required to pay Additional Amounts (as
described in ``Statement of Rights of the Series H Preference
Shares'') in respect of payments due on the Series H Preference
Shares; or (ii) the statutory countability of the Series H Preference
Shares as Tier I regulatory capital as part of the Own Funds (as
defined in the Austrian Banking Act) of Erste Bank for Austrian
capital adequacy purposes on a consolidated basis (for capital
adequacy purposes) is changed.
Rights upon Liquidation:
In the event of the liquidation, dissolution or winding-up of the
Issuer, holders of Series H Preference Shares will be entitled to
receive for each such Series H Preference Share a liquidation
preference of EUR 1,000 plus accrued and unpaid dividends
(whether or not declared) for the then current Dividend Period to
the date of payment.
Notwithstanding the availability of sufficient assets of the Issuer to
pay any liquidation distribution to the holders of the Series H
Preference Shares as aforesaid, if, at the time such liquidation
distribution is to be paid, proceedings are pending or have been
commenced
for
the
voluntary
or
involuntary
liquidation,
dissolution
or
winding-up
of
Erste
Bank,
the
liquidation
distribution paid to holders of Series H Preference Shares and
Asset Parity Securities (as defined in ``Statement of Rights of the
Series H Preference Shares'') shall not exceed the amount per share
that would have been paid as the liquidation distribution from the
assets of Erste Bank (after payment in full in accordance with
Austrian law of all creditors of Erste Bank, including holders of its
subordinated debt but excluding holders of any liability expressed to
rank pari passu with or junior to the Support Agreement) had the
Series H Preference Shares and all such Asset Parity Securities been
issued by Erste Bank and ranked (i) junior to all liabilities of Erste
Bank (other than any liability expressed to rank pari passu with or
junior to the Support Agreement), (ii) pari passu with all Asset
Parity Securities of Erste Bank and (iii) senior to Erste Bank Share
Capital (as defined in ``Statement of Rights of the Series H
Preference Shares'').
8

Erste Bank has undertaken in the Support Agreement that, so long
as any of the Series H Preference Shares are outstanding, unless
Erste Bank itself is in liquidation, Erste Bank will not permit, or
take any action to cause, the liquidation, dissolution or winding-up
of the Issuer.
Voting Rights:
Holders of the Series H Preference Shares will not be entitled to vote
at any general meeting of shareholders of the Issuer. Holders of the
Series H Preference Shares together with the holders of any other
preferred or preference shares of the Issuer having the right to vote
for the election of Directors in such event are entitled to elect two
additional Directors to the Issuer's Board of Directors if Dividends
and any Additional Amounts in respect of such Dividends have not
been paid in full for four consecutive Dividend Periods. Such
Directors must vacate their office if, for four subsequent,
consecutive
Dividend
Periods,
dividend
payments
and
any
Additional Amounts in respect of such Dividends are made by the
Issuer in full. For a fuller description see ``Statement of Rights of
the Series H Preference Shares''.
Form of the Shares:
The Series H Preference Shares will be issued in registered form. On
the Closing Date, a single share certificate representing the Series H
Preference Shares will be deposited with J.P. Morgan Bank
Luxembourg S.A. (the ``Common Depositary'') as common
depositary for Euroclear Bank S.A./N.V., as operator of the
Euroclear system (``Euroclear'') and Clearstream Banking, socie´te´
anonyme (``Clearstream, Luxembourg''). The initial share certificate
will be issued, and the Series H Preference Shares will be registered,
in the name of Chase Nominees Limited as nominee for the
Common Depositary. For so long as the Series H Preference Shares
are deposited and registered as described above, book-entry
interests in the Series H Preference Shares will be shown on, and
transfers thereof will be effected only through, records maintained
by Euroclear and Clearstream, Luxembourg.
If either or both of Euroclear and Clearstream, Luxembourg
announces an intention permanently to cease business and the
Issuer is unable to locate a qualified successor within 60 days of
receiving notice of, or becoming aware of, such intention, the
number of Series H Preference Shares corresponding to its book-
entry interest in the Series H Preference Shares represented by the
initial share certificate will be transferred to each holder of Series H
Preference Shares, and each such holder will be registered as a
holder of the Series H Preference Shares in the register of members
maintained by the Issuer, and receive a share certificate made out in
its name. Other than in the circumstances referred to in this
paragraph, definitive share certificates will not be available to
holders of the Series H Preference Shares.
Ratings:
On issue, the Series H Preference Shares are expected to be assigned
an A3 rating by Moody's Investor Services, Limited (``Moody's'').
A rating is not a recommendation to buy, sell or hold securities or
shares and may be subject to suspension, change or withdrawal at
any time by the assigning rating agency.
Governing Law:
The Series H Preference Shares will be governed by and construed in
accordance with the law of Jersey. The Support Agreement and the
Intercompany Agreement will be governed by and construed in
accordance with English law save that the provisions concerning the
ranking of the Support Agreement and the Intercompany
Agreement and those provisions described under ``Restrictions on
Payments'' above will be governed by, and construed in accordance
with, Austrian law.
9

Listing:
Application has been made for the Series H Preference Shares to be
listed on the Luxembourg Stock Exchange.
ISIN:
XS0188305741
Common Code:
018830574
Deutsche WKN:
A0AW29
10