Obligation Bawag Group AG 5% ( XS1806328750 ) en EUR

Bawag Group AG

93.71 % ▼

Autriche

XS1806328750 ( en EUR )

5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Bawag Group AG XS1806328750 en EUR 5%, échéance Perpétuelle

200 000 EUR

300 000 000 EUR

14/11/2024 ( Dans 181 jours )

L'Obligation émise par Bawag Group AG ( Autriche ) , en EUR, avec le code ISIN XS1806328750, paye un coupon de 5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 23 April 2018

BAWAG Group AG
(Vienna, Republic of Austria)
EUR 300,000,000 Undated Non-Cumulative Fixed to Reset Rate Additional
Tier 1 Notes of 2018
with a First Reset Date on 14 May 2025
ISIN XS1806328750, Common Code 180632875, WKN A19Y83
Issue Price: 100 per cent.
This prospectus (the "Prospectus") relates to the issue of the EUR 300,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier
1 Notes with a First Reset Date on 14 May 2025 in the denomination of EUR 200,000 each (the "Notes"), to be issued by BAWAG Group AG
(the "Issuer", "BAWAG Group AG", or the "Company" and together with its subsidiaries, "BAWAG Group" or the "Group") on 25 April 2018
(the "Issue Date"). The issue price of the Notes is 100 per cent. of their nominal amount (the "Issue Price").
The Notes will bear distributions on the Current Principal Amount (as defined below) at the rate of 5.000 per cent. per annum (the "First Rate
of Distributions") from and including 25 April 2018 (the "Distribution Commencement Date") to but excluding 14 May 2025 (the "First
Reset Date") and thereafter at the relevant Reset Rate of Distributions from and including each Reset Date to but excluding the next fol owing
Reset Date. "Reset Date" means the First Reset Date and each 5th anniversary thereof for as long as the Notes remain outstanding. The
"Reset Rate of Distributions" for each reset period will be the sum of the Reference Rate and the Margin, such sum converted from an
annual basis to a semi-annual basis in accordance with market convention (both as defined in the terms and conditions of the Notes (the
"Terms and Conditions")). Distributions will be scheduled to be paid semi-annually in arrear on 14 May and 14 November in each year,
commencing on 14 November 2018 (first long coupon).
Distribution payments are subject to cancel ation, in whole or in part, and, if cancelled, are non-cumulative and distribution payments in
following years will not increase to compensate for any shortfall in distribution payments in any previous year.
"Current Principal Amount" will mean initially EUR 200,000 (the "Original Principal Amount") which from time to time, on one or more
occasions, may be reduced upon occurrence of a Trigger Event (as defined in the Terms and Conditions) by a write-down and, subsequent to
any such reduction, may be increased by a write up, if any (up to the Original Principal Amount) subject to limitations and conditions (as
defined in the Terms and Conditions). If the relevant resolution authority exercises write-down and conversion powers, either the principal
amount of the Notes will be (permanently) written down or the Notes will be converted to CET 1 instruments.
The Notes are perpetual and have no scheduled maturity date. The Notes are redeemable by the Issuer at its discretion on the First Reset
Date and on each Distribution Payment Date thereafter or in other limited circumstances and, in each case, subject to limitations and
conditions as described in the Terms and Conditions. The "Redemption Amount" per Note will be the Current Principal Amount per Note.
The Notes, as to form and content, and all rights and obligations of the holders and the Issuer will be governed by the laws of the Federal
Republic of Germany ("Germany"). The status provisions of the Notes will be governed by, and will be construed exclusively in accordance
with, the laws of the Republic of Austria ("Austria").
The Notes will be issued in bearer form and initially be represented by a Temporary Global Note without coupons which will be exchangeable
for Notes represented by a Permanent Global Note without coupons (both as defined in the Terms and Conditions).
This Prospectus constitutes a prospectus within the meaning of Article 5(3) of Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 (as amended, inter alia, by Directive 2014/51/EU) (the "Prospectus Directive"). The Issuer will prepare and
make available on the website of the Luxembourg Stock Exchange (www.bourse.lu) an appropriate supplement to this Prospectus if at any
time the Issuer is required to prepare a prospectus supplement pursuant to Article 13 of the Luxembourg Act dated 10 July 2005 relating to
prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended (the "Luxembourg
Prospectus Law"). This Prospectus will be published in electronic form together with all documents incorporated by reference on the website
of the Luxembourg Stock Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveil ance du Secteur Financier, Luxembourg ("CSSF") in its capacity as
competent authority under the Luxembourg Prospectus Law. By approving this Prospectus, the CSSF gives no undertaking as to the economic
and financial opportuneness of the transaction and the quality or solvency of the Issuer in line with the provisions of Article 7(7) of the
Luxembourg Prospectus Law.

Restrictions on Marketing and Sales to Retail Investors  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. 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 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");
or (ii) a customer within the meaning of Directive 2002/92/EC (Insurance Mediation Directive), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (as amended, "PRIIPs Regulation") for offering or sel ing the Notes or otherwise making them available to retail investors in the
European Economic Area ("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 PRIIPs Regulation.
Further, the Notes are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the
Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from
time to time, other than in circumstances that do not and will not give rise to a contravention of those rules by any person.
Prospective investors are referred to the section headed "Restrictions on Marketing and Sales to Retail Investors" on pages 4 et seq.
of this Prospectus for further information.
On each Reset Date the Reset Rate of Distributions payable under the Notes is calculated by reference to the annual swap rate for swap
transactions denominated in Euro with a term of five years, which appears on the Reuters Screen Page ICESWAP2 under the heading
"EURIBOR BASIS EUR" and above the caption "11:00 AM FRANKFURT" as of 11.00 a.m. (Frankfurt time) on the relevant Reset
Determination Date, and which is provided by ICE Benchmark Administration (the "Administrator"). As at the date of this Prospectus, the
Administrator does not appear on the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 of the Benchmark Regulation (Regulation (EU) 2016/1011) (the "Benchmark Regulation").
As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that ICE Benchmark
Administration is not currently required to obtain authorisation or registration.
The annual swap rate for swap transactions denominated in Euro with a term of five years, which appears on the Reuters Screen Page
ICESWAP2 under the heading "EURIBOR BASIS EUR" is calculated with reference to the Euro Interbank Offered Rate ("EURIBOR"), which
is provided by the European Money Market Institute ("EMMI"). As at the date of this Prospectus, the EMMI does not appear on the register of
administrators and benchmarks established and maintained by the ESMA pursuant to Article 36 the Benchmark Regulation. As far as the
Issuer is aware, the transitional provisions in Article 51 of the Benchmark Regulation apply, such that the EMMI is not currently required to
obtain authorisation or registration.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and
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.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to the official list of the Luxembourg Stock
Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The regulated market of
the Luxembourg Stock Exchange is a regulated market for the purposes of MiFID II.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to
risks and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial
condition.
Investing in the Notes involves certain risks. Please review the section entitled "2 Risk Factors" beginning on page 20 of this
Prospectus.

Global Coordinator
Citigroup
Joint Lead Managers
Citigroup
Morgan Stanley
UBS Investment Bank

RESPONSIBILITY STATEMENT
The Issuer having its registered office in Vienna, Austria, accepts responsibility for the information contained in this Prospectus
and hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this
Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything likely to affect the import of
such information.
The Issuer further confirms that: (i) this Prospectus contains all information with respect to the Issuer and its fully consolidated
subsidiaries taken as a whole (the "BAWAG Group") and to the Notes which is material in the context of the issue and offering
of the Notes, including all information which, according to the particular nature of the Issuer and of the Notes is necessary to
enable investors and their investment advisers to make an informed assessment of the assets and liabilities, financial position,
profits and losses, and prospects of the Issuer and the BAWAG Group and of the rights attached to the Notes; (ii) the
statements contained in this Prospectus relating to the Issuer, the BAWAG Group and the Notes are in every material
particular true and accurate and not misleading; (iii) there are no other facts in relation to the Issuer, the BAWAG Group or the
Notes the omission of which would, in the context of the issue and offering of the Notes, make any statement in this Prospectus
misleading in any material respect; and (iv) reasonable enquiries have been made by the Issuer to ascertain such facts and to
verify the accuracy of all such information and statements.
NOTICE
No person is authorised to give any information or to make any representation other than that contained in this Prospectus and,
if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the
Issuer or the Joint Lead Managers (as defined in the section "8 Subscription and Sale").
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents
incorporated herein or therein by reference.
This Prospectus contains certain forward-looking statements, including statements using the words "believes", "anticipates",
"intends", "expects" or other similar terms. This applies in particular to statements under section "5 Description of the Issuer"
and statements elsewhere in this Prospectus relating to, among other things, the future financial performance, plans and
expectations regarding developments in the business of the BAWAG Group. These forward-looking statements are subject to a
number of risks, uncertainties, assumptions and other factors that may cause the actual results, including the financial position
and profitability of the BAWAG Group, to be materially different from or worse than those expressed or implied by these
forward-looking statements. The Issuer does not assume any obligation to update such forward-looking statements and to
adapt them to future events or developments.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition
and affairs, and its own appraisal of the creditworthiness, of the Issuer and BAWAG Group. This Prospectus does not
constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a
recommendation by the Issuer or the Joint Lead Managers to a recipient hereof and thereof that such recipient should
purchase any Notes.
This Prospectus reflects the status as of its date. The sale and delivery of the Notes and the distribution of this Prospectus may
not be taken as an implication that the information contained herein is accurate and complete subsequent to the date hereof or
that there has been no adverse change in the financial condition of the Issuer since the date hereof.
To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Lead Manager nor any of its respective
affiliates nor any other person mentioned in this Prospectus, except for the Issuer, accepts responsibility for the accuracy and
completeness of the information contained in this Prospectus or any document incorporated by reference, and accordingly, and
to the extent permitted by the laws of any relevant jurisdiction, none of these persons accept any responsibility for the accuracy
and completeness of the information contained in any of these documents. The Joint Lead Managers have not independently
verified any such information and accept no responsibility for the accuracy thereof.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or
solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any such
restrictions. For a description of the restrictions see "8 Subscription and Sale".
In this Prospectus, all references to "", "EUR" or "Euro" are to the currency introduced at the start of the third stage of the
European Economic and Monetary Union, and as defined in Article 2 of Council Regulation (EC) No 974/98 of 3 May 1998 on
the introduction of the Euro, as amended.

STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, CITIGROUP GLOBAL MARKETS LIMITED, AS THE STABILISING
MANAGER (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A
VIEW TO SUPPORTING THE 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
AT ANY TIME AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES AND, IF
BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS
AFTER THE DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISSUE BY THE ISSUER AND 60 CALENDAR DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON ACTING ON ITS BEHALF) IN ACCORDANCE
WITH ALL APPLICABLE LAWS, AND RULES.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes issued pursuant to the Prospectus are complex financial instruments and are not a suitable or appropriate
investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent
Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "PI
Instrument"). In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information
documents for packaged and retail and insurance-based investment products ("PRIIPs Regulation") became directly
applicable in all member states of the European Economic Area ("EEA") and (ii) MiFID II was required to be implemented in
EEA member states by 3 January 2018. Together the PI Instrument, PRIIPs Regulation and MiFID II are referred to as the
"Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments and the (ii)
offering, sale and distribution of packaged retail and insurance-based investment products and certain contingent write-down or
convertible securities such as the Notes.
The Joint Lead Managers are required to comply with some or all of the Regulations. By purchasing, or making or accepting an
offer to purchase any Notes (or a beneficial interest in the Notes) from the Issuer and/or the Joint Lead Managers each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the Joint Lead Managers that:
(1)
it is not a retail investor;
(2)
whether or not it is subject to the Regulations it will not:

(A)
sell or offer the Notes (or any beneficial interest therein) to retail investors; or

(B)
communicate (including the distribution of the Prospectus) or approve an invitation or inducement to participate
in, acquire or underwrite the Notes (or any beneficial interests therein) where that invitation or inducement is
addressed to or disseminated in such a way that it is likely to be received by a retail investor (in each case within
the meaning of MiFID II). In selling or offering the Notes or making or approving communications relating to the
Notes it may not rely on the limited exemptions set out in the PI Instrument; and
(3)
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the
EEA) relating to the promotion, offering, distribution and/or sale of the Notes (or any beneficial interests therein),
including (without limitation) MiFID II and any other such laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Notes (or any beneficial interests therein) by
investors in any relevant jurisdiction.
For the purposes of this provision: the expression "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 2002/92/EC (Insurance
Mediation Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Each prospective investor further acknowledges that no key information document (KID) under PRIIPs Regulation 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 PRIIPs Regulation.
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that:
(i)
the target market for the Notes is eligible counterparties and professional clients only, each as defined in
MiFID II; and

(ii)
all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Notes (a "Distributor") should take into consideration the
manufacturers' 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 manufacturers' target market assessment)
and determining appropriate distribution channels.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to
purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Joint Lead Managers the foregoing
representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its
underlying client.

MIFID II PRODUCT GOVERNANCE
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes
has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "Distributor") should take into
consideration the manufacturers' 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 manufacturers' target
market assessment) and determining appropriate distribution channels.

FORWARD-LOOKING STATEMENTS
This 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", "will" and similar terms and
phrases, including references and assumptions. This applies, in particular, to statements in this Prospectus containing
information on future earning capacity, plans and expectations regarding the Issuer's and BAWAG Group'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 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 BAWAG Group'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.
BAWAG Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking statement,
estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the
following sections of this Prospectus: "2 Risk Factors", "5 Description of the Issuer" and "6 Regulation and Supervision". These
sections include more detailed descriptions of factors that might have an impact on BAWAG Group's business and the markets
in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition,
none of the Issuer or the Joint Lead Managers assumes 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 Prospectus regarding the market environment, market developments, growth
rates, market trends and the competitive situation in the markets and segments in which BAWAG Group operates are based on
data, statistical information, sector reports and third-party studies, as well as BAWAG Group's 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
Issuer in this Prospectus and, as far as the Issuer is aware and is 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 Prospectus. Such third-party sources include:

·
Eurostat, "Total financial assets and liabilities of households in EU countries, 2016, in % of GDP - Financial balance
sheets", available at http://appsso.eurostat.ec.europa.eu/nui/submitViewTableAction.do;
· Eurostat, EU-SILC survey, "Distribution of population by tenure status", available at
http://appsso.eurostat.ec.europa.eu/nui/show.do?dataset=ilc_lvho02&lang=en;
·
Eurostat, "ICT usage in households and by individuals, Individuals - internet activities", available at
http://appsso.eurostat.ec.europa.eu/nui/submitViewTableAction.do;
·
International Monetary Fund, "World Economic Outlook Database", October 2017, available at
http://www.imf.org/external/pubs/ft/weo/2017/02/weodata/index.aspx 1;
·
Statista, "Leading banks in Austria in 2016", by total assets, 2017, available at
https://www.statista.com/statistics/693476/leading-banks-assets-austria/;
·
Statistisches Jahrbuch der Stadt Wien (Statistical Yearbook of the City of Vienna), 2017, available at
https://www.wien.gv.at/statistik/publikationen/jahrbuch.html;
·
Worldbank, "Domestic credit provided by financial sector (% of GDP), International Monetary Fund, International
Financial Statistics and data files, and World Bank and OECD GDP estimates", 2017, available at
https://data.worldbank.org/indicator/FS.AST.DOMS.GD.ZS;
·
VÖL Verband österreichischer Leasing Gesellschaften "Leasing in Österreich Berichtsperiode 2016 Management
Summary" ("VÖL Leasing in Austria 2016").
Irrespective of the assumption of responsibility for the contents of this Prospectus by the Issuer, the Issuer has 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 the Issuer's estimates are based. The Issuer therefore assumes no liability for and offers no
guarantee of the accuracy of the data from studies and third-party sources contained in this Prospectus and/or for the accuracy
of data on which the Issuer's estimates are based.
This 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. The 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. The Issuer's own estimates have not been checked or verified externally. The Issuer
nevertheless assumes that its own market observations are reliable. The Company gives no warranty for the accuracy of the
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.
Information contained on any website mentioned in this Prospectus, including the website of BAWAG Group, is not
incorporated by reference in this Prospectus and is not part of this Prospectus.
Alternative Performance Measures
Monitoring and management at BAWAG Group are based on a consistent and integrated key performance indicator system
(KPI system), which assists executives in the management of BAWAG Group. The KPI system comprises the dimensions of
profitability, growth in the segments, risk limitation, liquidity and capital. As is customary in BAWAG Group's industry, some of
these figures are based on IFRS, whereas others are used in addition to the IFRS financial measures and measures under
Austrian generally accepted accounting principles, in order to evaluate, monitor and manage the business ("APM").
Such financial information must be considered only in addition to, and not as a substitute for or superior to, financial information
prepared in accordance with IFRS included elsewhere in this Prospectus. Investors are cautioned not to place undue reliance
on these APMs and are also advised to review them in conjunction with the financial statement and related notes included
elsewhere in this Prospectus.

The following list includes explanations of the definitions of certain APMs based on BAWAG Group's financial statements, as
well as information regarding such APMs relevance:
APM
Definition
Relevance of its use / reasons for changes to the
definition
Return on Equity Calculated by dividing net profit by the These metrics provide a profitability measure for both
("RoE")
average equity attributable to the owners management and investors by expressing the net profit as
of the parent set forth in the financial presented in the financial statements as a percentage of
statements ("IFRS Equity"). The average the respective underlying. RoE and RoTE demonstrate
IFRS Equity is calculated by adding the profitability of the bank on the equity invested by its
end values of the current and the shareholders and thus the success of their investment. RoE
preceding period and dividing the sum by (@12% CET 1) and RoTE (@12% CET 1) provide a
two
normalized profitability measure for both management and
investors by expressing the net profit as presented in the
financial statements as a percentage of the respective
RoE (@12%
RoE calculated at a ratio of 12% underlying at a stable Fully Loaded CET 1 ratio of 12%
CET1) ("RoE
Common Equity Tier 1 capital ("CET 1")
(@12% CET 1)")
as defined in the Regulation (EU) No
575/2013 of the European Parliament
and of the Council of June 26, 2013 on
prudential requirements for credit
institutions and investment firms (the
"CRR") on a fully loaded basis, i.e.
excluding any transitional capital (fully
loaded)
Return on
Calculated by dividing net profit by the
Tangible Equity
average IFRS Equity minus the carrying
("RoTE")
amount of intangible non-current assets
set forth in the financial statements
("IFRS Tangible Equity"). The average
IFRS Tangible Equity is calculated by
adding the end values of the current and
the preceding period and dividing the
sum by two
RoTE (@12% CET Return on tangible equity calculated at a
1) ("RoTE (@12% fully loaded CET 1 ratio of 12%
CET 1)")
Net Interest
The line item net interest income divided Net Interest Margin is a performance measure and is
Margin ("Net
by average interest-earning assets. As of expressed as a percentage of what BAWAG Group earns
Interest Margin")
the end of the financial year 2016, the on loans and other interest-earning assets in a time period
ratio's denominator was changed from less the interest it pays on deposits and other liabilities
average total assets to average interest-
during such period divided by average interest-earning
earning assets, which change was assets. It is used for external comparison with other banks
applied retroactively to all periods under as well as internal profitability measurement of products
review. The average balance of interest-
and segments
earning assets is calculated by adding
the balance at the end of each month of
the financial year and dividing the sum by
12
Cost-Income Ratio Calculated by dividing operating Shows operating expenses in relation to operating income,
("Cost-Income
expenses by operating income. Numbers so giving a view of operation efficiency. Management uses
Ratio")
for operating expenses do not include the Cost-Income Ratio as a measure of BAWAG Group's
certain regulatory charges that are efficiency and to compare its efficiency with other financial
otherwise included in the line item other institutions
operating income and expenses reported
on the level of BAWAG Group in the
financial statements. Consequently, such
regulatory charges are disregarded for
the calculation of the cost-income-ratio

APM
Definition
Relevance of its use / reasons for changes to the
definition
Core Revenues
Calculated as the sum of net interest Core Revenues demonstrate the success of the bank in its
("Core
income and net fee and commission core activities
Revenues")
income
Balance Sheet
Calculated by dividing total assets The Balance Sheet Leverage expresses the relationship
Leverage
divided by IFRS Equity
between BAWAG Group's IFRS Equity and its total assets
("Balance Sheet
not on a risk-weighted basis. The ratio provides a metric to
Leverage")
judge how leveraged a bank is. The lower the ratio, the
lower a bank is leveraged and the higher the likelihood of a
bank withstanding negative shocks to its balance sheet

The table below sets out the figures for APMs that are based on BAWAG Group's financial statements:

As of and for the financial years
ended December 31,

2017
2016

(unaudited, unless otherwise
indicated)
RoE .......................................................................................................................... 13.9%
15.9%

RoE (@12% CET 1) ................................................................................................. 15.3%
16.9%1)
RoTE ........................................................................................................................ 16.0%
17.9%
RoTE (@12% CET 1) .............................................................................................. 17.9%
18.9%1)
Net Interest Margin .................................................................................................. 2.23%
2.31%
Cost-Income Ratio ................................................................................................... 41.6%2)
44.8%
Core Revenues (audited, in millions) .................................................................... 1,008.2
925.13)
Balance Sheet Leverage .......................................................................................... 12.8x
12.7x

1)
Number has been adjusted from the number originally reported by BAWAG Group due to an on-site inspection on behalf of the ECB in
early 2017 which identified incorrect application of certain regulatory provisions in relation to two residential mortgage loan portfolios
resulting in a retrospective increase of the associated risk-weighted assets. Please see "5.9.4 On-site Inspection by the ECB in relation
to the International Retail Mortgage Loan Portfolios and the International Business Segment" for further information regarding the on-
site inspection.
2)
In 2017, BAWAG Group initiated a long-term incentive program ("LTIP") for members of the Management Board and the senior
leadership team. The performance-vested part (75%) was recognised in 2017. This recognition is excluded in the calculation of the
cost-income ratio. The Cost-Income Ratio including the LTIP would have been 46.5%.
3)
In BAWAG Group's financial statements as of and for the financial year ended 31 December 2016, BAWAG Group reported Core
Revenues of EUR 922.9 mil ion. This figure was adjusted to EUR 925.1 mil ion in BAWAG Group's financial statements as of and for
the financial year ended 31 December 2017. This adjustment was a consequence of the purchase price al ocation relating to the
acquisition of start:gruppe (consisting of start:bausparkasse AG and IMMO-BANK AG). For purposes of the financial statements as of
and for the financial year ended 31 December 2016, the accounting of the purchase price allocation had to be based on provisional
amounts. In November 2017, the purchase price allocation was finalised. In line with the applicable accounting standards (IFRS 3.45),
among other things, the 2016 Core Revenues were adjusted in BAWAG Group's financial statements as of and for the financial year
ended 31 December 2017.

TABLE OF CONTENTS
1
OVERVIEW OF THE NOTES ............................................................................................................................. 10
2
RISK FACTORS ................................................................................................................................................. 20
3
USE OF PROCEEDS ......................................................................................................................................... 62
4
TERMS AND CONDITIONS OF THE NOTES .................................................................................................... 63
5
DESCRIPTION OF THE ISSUER ....................................................................................................................... 78
6
REGULATION AND SUPERVISION .................................................................................................................. 96
7
TAXATION ........................................................................................................................................................ 106
8
SUBSCRIPTION AND SALE ............................................................................................................................ 110
9
GENERAL INFORMATION ............................................................................................................................... 114
10
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................................ 116

1 OVERVIEW OF THE NOTES
The following overview contains basic information about the Notes and does not purport to be complete. It does not contain all
the information that is important for making a decision to invest in the Notes. For a more complete description of the Notes,
please refer to the Terms and Conditions of the Notes set out in section "4 Terms and Conditions of the Notes" of this
Prospectus. For more information on the Issuer, its business and its financial condition and results of operations, please refer
to the section "5 Description of the Issuer" of this Prospectus. Terms used in this overview and not otherwise defined have the
meaning given to them in the Terms and Conditions of the Notes.
Issuer
BAWAG Group AG, a stock corporation formed and operated under Austrian law with its
business address at Wiesingerstraße 4, 1010 Vienna, Austria, registered in the Austrian
Companies Register (Firmenbuch) under registration number FN 269842 b.
BAWAG Group /
"BAWAG Group" means the Issuer and its fully consolidated subsidiaries taken as a whole.
Bawag Regulatory Group
"BAWAG Regulatory Group" means, from time to time, any banking group: (i) to which the
Issuer belongs; and (ii) to which the own funds requirements pursuant to Parts Two and
Three of the CRR on a consolidated basis due to prudential consolidation in accordance with
Part One, Title Two, Chapter Two of the CRR apply.
The term BAWAG Group therefore refers to the scope of consolidation in accordance with
IFRS, while the BAWAG Regulatory Group refers to the scope of prudential consolidation of
own funds which may not include all entities included in BAWAG Group.
Securities offered
EUR 300,000,000 Undated Non-Cumulative Fixed to Reset Rate Additional Tier 1 Notes of
2018 (the "Notes")
Definitions
References to capitalised terms not defined herein are to those terms as defined in the Terms
and Conditions of the Notes.
Issue Date
25 April 2018
Specified Currency
EUR
Issue Size
EUR 300,000,000
Denomination
EUR 200,000 per Note (the "Specified Denomination" or the "Original Principal Amount")
Issue Price
100 per cent.
Form
Bearer Notes in Classical Global Note form
Custody
Euroclear and Clearstream Luxembourg
Current Principal Amount
Means initially the Original Principal Amount, which from time to time, on one or more
per Note
occasions, may be reduced by a Write-Down and, subsequent to any such reduction, may be
increased by a Write-Up, if any (up to the Original Principal Amount).
Status in the insolvency or
The Notes constitute direct, unsecured and subordinated obligations of the Issuer and
liquidation of the Issuer / No constitute AT 1 Instruments.
Petition
In the insolvency or liquidation of the Issuer, the obligations of the Issuer under the Notes will
rank:
(a)
junior to all present or future: (i) unsubordinated instruments or obligations of the
Issuer; (ii)(x) any Tier 2 Instruments; and (y) all other instruments or obligations of the
Issuer ranking or expressed to rank subordinated to the unsubordinated obligations of
the Issuer (other than instruments or obligations ranking or expressed to rank pari
passu with or subordinated to the Notes);
(b)
pari passu: (i) among themselves; and (ii) with all other present or future (x) AT 1
Instruments; and (y) instruments or obligations ranking or expressed to rank pari
passu with the Notes; and
(c)
senior to all present or future: (i) ordinary shares of the Issuer and any other CET 1
10