Obligation BAWAG Group AG 5.125% ( XS2226911928 ) en EUR

BAWAG Group AG

71.81 % ▲

Autriche

XS2226911928 ( en EUR )

5.125% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation BAWAG Group AG XS2226911928 en EUR 5.125%, échéance Perpétuelle

200 000 EUR

175 000 000 EUR

01/10/2024 ( Dans 137 jours )

L'Obligation émise par BAWAG Group AG ( Autriche ) , en EUR, avec le code ISIN XS2226911928, paye un coupon de 5.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

BAWAG Group AG
(Vienna, Republic of Austria)
EUR 175,000,000 Undated Non-Cumulative
Fixed to Reset Rate Additional Tier 1 Notes of 2020

ISIN XS2226911928, Common Code 222691192, WKN A2812A
Issue Price: 100 per cent.

This prospectus (the "Prospectus") relates to the issue of the EUR 175,000,000 Undated Non-cumulative Fixed to Reset Rate Additional
Tier 1 Notes with a First Reset Date on 1 April 2026 in the denomination of EUR 200,000 each (the "Notes"), to be issued by BAWAG Group
AG (the "Issuer" "BAWAG Group AG", or "BAWAG"), on 9 September 2020 (the "Issue Date"). The issue price of the Notes is 100 per cent.
of their principal amount (the "Issue Price").
The Notes will bear distributions on the Current Principal Amount (as defined below) at the rate of 5.125 per cent. per annum (the "First Rate
of Distributions") from and including 9 September 2020 (the "Distribution Commencement Date") to but excluding 1 April 2026 (the "First
Reset Date") and thereafter at the relevant Reset Rate of Distributions from and including each Reset Date to but excluding the next following
Reset Date. "Reset Date" means the First Reset Date and each fifth 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, converted from an annual basis to a semi-annual
basis in a commercially reasonable manner, and the Margin (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 1 April and 1 October in each year, commencing on 1 April 2021 (long first
coupon).
Distribution payments are subject to cancellation, 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, the principal amount of
the Notes may be (permanently) written down, including to zero, or the Notes may 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 (i) each Business
Day during the period from (and including) 1 October 2025 to (but excluding) the First Reset Date, (ii) the First Reset Date and (iii) each
Distribution Payment Date following the First Reset Date, 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 does not constitute a prospectus within the meaning of Regulation (EU) No 1129/2017 of the European Parliament and of the
Council of 14 June 2017 (as amended, the "Prospectus Regulation"). Neither the Luxembourg Financial Supervisory Authority, the
Commission de Surveillance du Secteur Financier, nor any other "competent authority" (as defined in the Prospectus Regulation) has
approved this Prospectus or reviewed information contained in this Prospectus.
This Prospectus constitutes a prospectus for the purpose of the Luxembourg Law of 16 July 2019 on Prospectuses for Securities, as amended.
Application has been made for admission of the Notes to the official list of the Luxembourg Stock Exchange and for trading on the Euro MTF
market ("Euro MTF") operated by the Luxembourg Stock Exchange, which is a multilateral trading facility for the purposes of the Markets in
Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"), and therefore a non-EU-regulated market.
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 does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer or
solicitation is unlawful.

The Notes have not been and will not be registered under the U.S. 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).
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") or the United Kingdom (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 (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive (EU) 2016/97 (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. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA or the UK
has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA or the UK
may be unlawful under PRIIPs Regulation.
Further, the Notes are not intended to be sold and must not be sold to retail clients in the EEA or the United Kingdom, 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" for further information.
Singapore Securities and Futures Act Product Classification: In connection with Section 309B of the Securities and Futures Act (Chapter
289) of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined
in Section 309A(1) of the SFA), that the Notes are (i) prescribed capital markets products (as defined in the CMP Regulations 2018) and (ii)
Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
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 23 of
this Prospectus.

Manager

Goldman Sachs International

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 al 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 ("BAWAG Group" or the "Group") and to the Notes which is material
in the context of the issue and offering of the Notes, including al 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 BAWAG Group and of the rights attached to the Notes; (ii) the statements contained in this Prospectus
relating to the Issuer, BAWAG Group and the Notes are in every material particular true and accurate and not
misleading; (ii ) there are no other facts in relation to the Issuer, 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 Manager (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.
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 Manager 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 Manager to a recipient hereof and thereof that
such recipient should purchase any Notes.
This Prospectus reflects the status as of its date. The offering 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 the Manager nor any of its 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
Manager has 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, GOLDMAN SACHS INTERNATIONAL (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, THERE IS NO ASSURANCE THAT
THE STABLISING MANAGER (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR AT ANY TIME AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE NOTES IS
MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER
OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES. ANY SUCH STABILISIATION ACTION SHALL BE CONDUCTED IN
COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS AND RULES OF ANY RELEVANT
JURISDICTION.

RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes issued pursuant to this 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 the United Kingdom and (i ) MiFID II was required to be implemented in EEA member states and the United
Kingdom 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 (i ) 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 Issuer and the Manager 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
Manager each prospective investor represents, warrants, agrees with and undertakes to the Issuer and the
Manager that:
(1)
it is not a retail investor;
(2)
whether or not it is subject to the Regulations:

(A)
it will not sell or offer the Notes (or any beneficial interest therein) to retail investors; or

(B)
it wil not communicate (including the distribution of this 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

(C)
if it is a person in Hong Kong, it is a "professional investor" as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO; and
(3)
it wil at al times comply with al applicable laws, regulations and regulatory guidance (whether inside or
outside the EEA or the United Kingdom) 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 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 (iii) not a qualified investor as defined in the Prospectus Regulation.
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 or the United Kingdom may be unlawful under PRIIPs Regulation.

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 (i ) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, sel ing 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.

BENCHMARKS DISCLOSURE 
STATEMENT ON REGISTRATION OF BENCHMARK ADMINISTRATOR
On each Reset Date the Reset Rate of Distributions payable on the Notes is calculated by reference to the annual
mid 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 Limited (the "Administrator"). As at the date of this Prospectus, the
Administrator appears 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").
The annual mid 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 EURIBOR, which is provided by the European Money Market Institute ("EMMI"). As of the date of this
Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained by the
ESMA pursuant to Article 36 of the Benchmark Regulation.

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", "wil " 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" and "5 Description of the Issuer". 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, neither the Issuer nor the Manager 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:

Statista, "Leading banks in Austria in 2018, by total assets", 2019, available at
https://www.statista.com/statistics/693476/leading-banks-assets-austria/;

WIFO Austrian Institute of Economic Research, "WIFO Quarterly National Accounts" - COVID-19
Pandemic: GDP Decline of 2.9 Percent Year-on-Year in the First Quarter of 2020, May 2020, available at
https://www.wifo.ac.at/en/news/covid-19_pandemic_gdp_decline_of_29_percent_year-on-
year_in_the_first_quarter_of_2020

Oesterreichische Nationalbank (OeNB), "Report on the economic situation" - English translation of the most
relevant chapters of the German publication, May 2020, available at https://www.oenb.at/dam/jcr:5d4a64fc-
bd6d-440d-a82d-9ab8926f2c87/Konjunktur-aktuel _mit-engl-Kapiteln.pdf

ifo Institute, ifo Economic Forecast Summer 2020: German Economy Heads Back Up, Special edition, July
2020, available at https://www.ifo.de/en/node/56481
Irrespective of the assumption of responsibility for the contents of this Prospectus by the Issuer, neither the Issuer
nor the Manager has 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. Neither
the Issuer nor the Manager therefore assumes any liability for and or offers any 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 Issuer 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.

TABLE OF CONTENTS
1
OVERVIEW OF THE NOTES ............................................................................................................... 8
2
RISK FACTORS ................................................................................................................................. 23
3
USE OF PROCEEDS ......................................................................................................................... 60
4
TERMS AND CONDITIONS OF THE NOTES ................................................................................... 61
5
DESCRIPTION OF THE ISSUER....................................................................................................... 83
6
BUSINESS OVERVIEW OF BAWAG GROUP .................................................................................. 85
7
TAXATION ........................................................................................................................................ 113
8
SUBSCRIPTION AND SALE ............................................................................................................ 117
9
GENERAL INFORMATION .............................................................................................................. 121
10
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 123

1 OVERVIEW OF THE NOTES
The fol owing 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 Wiedner Gürtel 11, 1100 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
BAWAG Regulatory
a whole.
Group
"BAWAG Regulatory Group" means, from time to time, any banking group: (i) to
which the Issuer belongs; and (i ) to which the own funds requirements pursuant to
the Applicable Supervisory Regulations apply on a consolidated basis due to
prudential consolidation.
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 175,000,000 Undated Non-Cumulative Fixed to Reset Rate Additional Tier 1
Notes of 2020 (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
9 September 2020
Specified Currency
EUR
Issue Size
EUR 175,000,000
Denomination
EUR 200,000 per Note (the "Specified Denomination" or the "Original Principal
Amount")
Issue Price
100 per cent.
Form
Bearer Notes
Custody
Euroclear and Clearstream Luxembourg
Current Principal Amount Means initially the Original Principal Amount, which from time to time, on one or
per Note
more 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
The Notes shall qualify as AT 1 Instruments and constitute direct, unsecured and
or liquidation of the
subordinated obligations of the Issuer.
Issuer / No Petition
In the event of insolvency (reguläres Insolvenzverfahren), including bankruptcy
proceedings (Konkursverfahren), or the liquidation of the Issuer, the obligations of
the Issuer under the Notes will rank:
8

(a)
junior to all present or future: (i) unsubordinated instruments or obligations of
the Issuer; (ii) obligations resulting from any Tier 2 Items; and instruments or
obligations of the Issuer, if any, which rank pari passu with or senior to
obligations resulting from Tier 2 Items; and (iii) other instruments or
obligations of the Issuer, if any, ranking or expressed to rank subordinated to
any unsubordinated instruments or 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; (i ) with all other present or future
obligations resulting from AT 1 Items; and (ii ) with al other present or future
instruments or obligations of the Issuer ranking or expressed to rank pari
passu with obligations resulting from AT 1 Items; and
(c)
senior to all present or future: (i) ordinary shares of the Issuer and any
obligations resulting from other CET 1 Items; and (i ) all other subordinated
instruments or obligations of the Issuer ranking or expressed to rank: (x)
subordinated to the obligations of the Issuer under the Notes; or (y) pari
passu with the ordinary shares of the Issuer and any obligations resulting
from other CET 1 Items.
For the avoidance of doubt, the holders of Notes (the "Holders") wil neither
participate in any reserves of the Issuer nor in liquidation profits
(Liquidationsgewinn) within the meaning of § 8(3)(1) of the Austrian Corporate
Income Tax Act 1988 (Körperschaftsteuergesetz 1988) in the event of the Issuer's
liquidation.
The rights of the Holders of the Notes to payment of principal on the Notes are at
any time limited to a claim for the prevailing Current Principal Amount.
The Holders will be entitled to payments, if any, under the Notes only once any
negative equity (negatives Eigenkapital) within the meaning of § 225(1) of the
Austrian Enterprise Code (Unternehmensgesetzbuch UGB) has been removed
(beseitigt) or if, in the event of the liquidation (Liquidation) of the Issuer, all other
creditors (other than creditors the claims of which rank or are expressed to rank pari
passu with or junior to the Notes) of the Issuer have been satisfied first.
No insolvency proceedings against the Issuer are required to be opened in relation
to the obligations of the Issuer under the Notes. The claims of the Holders against
the Issuer under the Notes are subordinated in accordance with § 67(3) of the
Austrian Insolvency Code (Insolvenzordnung IO) and the Notes do not contribute
to a determination that the liabilities of the Issuer exceed its assets; i.e. the
obligations of the Issuer under the Notes, if any, will not contribute to the
determination of over-indebtedness (Überschuldung) in accordance with § 67(3) of
the Austrian Insolvency Code.
"AT 1 Instrument" means any (directly or indirectly issued, if applicable) capital
instrument of the Issuer that qualifies as an Additional Tier 1 instrument pursuant to
Article 52 CRR at the relevant time (including the Issuer's 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).
"AT 1 Item" means any AT 1 Instrument and any other own funds item of the Issuer
that qualifies as an Additional Tier 1 item pursuant to Article 51 CRR at the relevant
time, including any capital instruments that qualify as Additional Tier 1 items
pursuant to transitional provisions under the CRR.
"CET 1 Item" means any capital instrument or item of the Issuer that qualifies as a
Common Equity Tier 1 item pursuant to Article 26 CRR at the relevant time.
"CRR" means the Regulation (EU) No 575/2013 of the European Parliament and of
the Council of 26 June 2013 on prudential requirements for credit institutions and
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