Obligation BAWAG Group AG 1.875% ( XS2230264603 ) en EUR

BAWAG Group AG

100 % ⇌

Autriche

XS2230264603 ( en EUR )

1.875% par an ( paiement annuel )

22/09/2030

Prospectus brochure de l'obligation BAWAG Group AG XS2230264603 en EUR 1.875%, échéance 22/09/2030

100 000 EUR

200 000 000 EUR

23/09/2024 ( Dans 129 jours )

L'Obligation émise par BAWAG Group AG ( Autriche ) , en EUR, avec le code ISIN XS2230264603, paye un coupon de 1.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/09/2030

BASE PROSPECTUS

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

BAWAG Group AG
BAWAG P.S.K. Bank für Arbeit und Wirtschaft und
Österreichische Postsparkasse Aktiengesellschaft
Vienna, Republic of Austria
Vienna, Republic of Austria
Issuer
Issuer
EUR 10,000,000,000
Debt Issuance Programme
(the "Programme")
This Base Prospectus has been approved by the Commission de Surveil ance du Secteur Financier (the "CSSF") of the Grand Duchy of
Luxembourg ("Luxembourg"), as competent authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as
meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation (as defined below). Such
approval should not be considered as an endorsement of the Issuers (as defined below) that are the subject of this Base Prospectus and the
quality of the securities that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of
investing in the Notes (as defined below).
BAWAG Group AG ("BAWAG") and BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesel schaft
("BAWAG P.S.K.") (each an "Issuer" and together, the "Issuers") have each requested the CSSF in its capacity as competent authority under
the Prospectus Regulation and the Luxembourg Act relating to prospectuses for securities dated 16 July 2019 (Loi du 16 juil et 2019 relative
aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement (UE) 2017/1129, as amended the "Luxembourg Prospectus
Law"), to provide the competent authorities in the Republic of Austria ("Austria") and the Federal Republic of Germany ("Germany") with a
certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Regulation (each a
"Notification"). Each Issuer may request the CSSF to provide competent authorities in additional host Member States within the European
Economic Area and the United Kingdom with a Notification. By approving a prospectus, the CSSF shal give no undertaking as to the economic
and financial soundness of the operation or the quality or solvency of each issuer pursuant to Article 6(4) of the Luxembourg Prospectus Law.
Application wil be made to list notes to be issued under the EUR 10,000,000,000 Debt Issuance Programme (the "Notes") on the official list of
the Luxembourg Stock Exchange (Bourse de Luxembourg) (the "Official List") and to trade Notes on the regulated market or on the
professional segment of the regulated market of the Luxembourg Stock Exchange, which is a regulated market within the meaning of Directive
2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive
2002/92/EC and Directive 2011/61/EU (as amended, "MiFID I ") and appears on the list of regulated markets issued by the European
Commission (the "Regulated Market"). Notes issued under the EUR 10,000,000,000 Debt Issuance Programme may also be listed on the
Official Market ("Amtlicher Handel") of the Vienna Stock Exchange, which is a regulated market within the meaning of MiFID I , or the Vienna
MTF of the Vienna Stock Exchange, which is a multilateral trading facility within the meaning of MiFID I . The relevant Final Terms in respect of
the issue of any Notes wil specify whether or not such Notes wil be admitted to trading on these markets (or any other market and/or stock
exchange). Unlisted Notes may also be issued pursuant to this Programme.
Prospective investors should have regard to the factors described under the section headed "2 Risk Factors" in this Base Prospectus.
This document does not constitute an of er to sel , or the solicitation of an offer to buy Notes in any jurisdiction where such of er or solicitation is
unlawful. The Notes have not been and wil not be registered under the United States Securities Act of 1933, as amended (the "Securities
Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and are being sold pursuant to an
exemption from the registration requirements of the Securities Act. Subject to certain exceptions, the Notes may not be of ered or sold within
the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).
This Base Prospectus wil be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the
website of BAWAG (www.bawaggroup.com), and wil be available free of charge at the specified of ices of the Issuers.
This Base Prospectus is valid for a period of 12 months after its approval. The validity wil expire on 12 March 2022. There is no
obligation to supplement the Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies
when the Base Prospectus is no longer valid.

Arranger:

Citigroup

Dealers

BAWAG P.S.K.
Citigroup
The date of this Base Prospectus is 12 March 2021.

RESPONSIBILITY STATEMENT

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

NOTICE

This Base Prospectus should be read and understood in conjunction with any supplement thereto and with any
other document incorporated herein by reference. Ful information on each Issuer and any tranche of notes (the
"Tranche" or "Tranche of Notes") is only available on the basis of the combination of the Base Prospectus and
the relevant final terms (the "Final Terms"). For the avoidance of doubt, the content of websites this Base
Prospectus refers to in hyperlinks does not form part of the Base Prospectus.
BAWAG (together with its consolidated subsidiaries, including BAWAG P.S.K., the "BAWAG Group") and
BAWAG P.S.K. (together with its consolidated subsidiaries the "BAWAG P.S.K. Group") have each confirmed to
Citigroup Europe AG (the "Arranger" and together with BAWAG P.S.K., the "Dealers") that this Base Prospectus
contains al information with regard to the Issuers and the Notes which is material in the context of the Programme
and the issue and offering of Notes thereunder; that the information contained in this Base Prospectus is accurate
and complete in al material respects and is not misleading; that any opinions and intentions expressed herein are
honestly held and based on reasonable assumptions; that there are no other facts the omission of which would
make any statement, whether fact or opinion, in this Base Prospectus misleading in any material respect; and that
al reasonable enquiries have been made to ascertain al facts and to verify the accuracy of al statements
contained herein.
No person is or has been authorized to give any information or to make any representation, which is not contained
in, or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or
any other information or representation supplied in connection with the Programme and, if given or made, such
information must not be relied upon as having been authorized by the Issuer or any of the Dealers.
This Base Prospectus is valid for 12 months fol owing its date of approval and it and any supplement hereto as
wel as any Final Terms reflect the status as of their respective dates of publication. The offering, sale or delivery
of any Notes may not be taken as an implication that the information contained in such documents is accurate and
complete subsequent to their respective dates of publication or that there has been no adverse change in the
financial condition of the Issuer since such date or that any other information supplied in connection with the
Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated
in the document containing the same.
To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer nor any other
person mentioned in this Base Prospectus, excluding the Issuers, is responsible for the information contained in
this Base Prospectus or any supplement hereof, or any Final Terms or any other document incorporated herein by
reference, and accordingly, and to the extent permit ed by the laws of any relevant jurisdiction, none of these
persons accepts any responsibility for the accuracy and completeness of the information contained in any of these
documents.
Neither this Base Prospectus nor any Final Terms constitute an offer or invitation by or on behalf of the Issuers or
the Dealers to any person to subscribe for or to purchase any Notes.
The language of this Base Prospectus is English. With the exception of the original German language Audited
Consolidated Annual Financial Statements of BAWAG P.S.K. 2020 (as defined below) and of the original German
language Audited Consolidated Annual Financial Statements of BAWAG P.S.K. 2019 (as defined below), the
respective auditor's opinions, as incorporated by reference into this Base Prospectus, any part of this Base
Prospectus in the German language constitutes a translation. The parts of the Audited Consolidated Annual
Financial Statements of BAWAG 2020 (as defined below) and the Audited Consolidated Annual Financial
Statements of BAWAG 2019 (as defined below), the respective auditor's opinions thereon, as incorporated by
reference into this Base Prospectus, are non-binding English language convenience translations, whereby only
the German language version is binding.
2

In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms and
Conditions may be control ing and binding if so specified in the relevant Final Terms. The Issuers accept
responsibility for the information contained in this Base Prospectus, including the documents incorporated by
reference. The Issuers confirm that the non-binding translation of the Terms and Conditions, either in the German
or English language, correctly and adequately reflects the respective binding language version.
Where a claim relating to the information contained in this Base Prospectus and any supplement thereto is
brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the
Base Prospectus and any supplement thereto before the legal proceedings are initiated.
The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of Notes in
certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus or any Final
Terms comes are required by the Issuers and the Dealers to inform themselves about and observe any such
restrictions. For a description of the restrictions applicable in the United States of America, the European
Economic Area and the United Kingdom in general, the United Kingdom specifical y and Japan see
"13 Subscription and Sale". In particular, the Notes have not been and wil not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction of the United States and are being sold pursuant to an exemption from the
registration requirements of the Securities Act. Notes in bearer form are subject to tax law requirements of the
United States of America; subject to certain exceptions, Notes may not be offered, sold or (in the case of Notes in
bearer form) delivered within the United States of America or to, or for the account or benefit of, U.S. persons.
This Base Prospectus may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently resel ing or final y placing Notes
issued under the Programme is entitled to use the Base Prospectus if and to the extent set out in
"3 Consent to use the Base Prospectus" below.
This Base Prospectus and any Final Terms may not be used for the purpose of an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorized or to any person to whom it
is unlawful to make such an offer or solicitation.
This Base Prospectus and any Final Terms do not constitute an offer or an invitation to subscribe for or
purchase any Notes.
PRI Ps / IMPORTANT EEA RETAIL INVESTORS If "Prohibition of Sales to EEA Retail Investors" is specified
as "Applicable" in the Final Terms in respect of any Notes, the Notes are not intended, to be offered, sold or
otherwise made available to and, should not be offered, sold or otherwise made available to any retail investor in
the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (i ) a customer within the meaning of Directive
2016/97/EU (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as defined in the
Prospectus Regulation. Consequently no key information document (KID) required by Regulation (EU) No
1286/2014 (as amended, the "PRI Ps Regulation") for offering or sel ing the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or sel ing the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
IMPORTANT UK RETAIL INVESTORS If "Prohibition of Sales to UK Retail Investors" is specified as
"Applicable" in the Final Terms in respect of any Notes the Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the United
Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 ("EUWA"); or (i ) a customer within the meaning of the provisions of the
Financial Services and Markets Authority ("FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
(i i) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law by virtue of the EUWA (the "UK PRI Ps Regulation") for offering or sel ing the Notes or
otherwise making them available to retail investors in the UK has been prepared and therefore offering or sel ing
the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK
PRI Ps Regulation.
3

IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES, THE DEALER OR DEALERS (IF ANY)
NAMED AS THE STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING
MANAGER(S)) IN THE APPLICABLE FINAL TERMS MAY, TO THE EXTENT PERMITTED BY APPLICABLE
LAWS AND REGULATIONS, OVER ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT
OTHERWISE PREVAIL. HOWEVER, STABILISATION MAY NOT NECESSARILY OCCUR. ANY
STABILISATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH THE ADEQUATE PUBLIC
DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES AND, IF
BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISATION ACTION OR OVER-
ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
Each Issuer has undertaken, in connection with the listing of the Notes on the Official List of the Luxembourg
Stock Exchange and admission to trading on the "regulated market of the Luxembourg Stock Exchange"
which is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the
Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive
2011/61/EU ("MiFID I "), that if, while Notes of any Issuer are outstanding and listed on the Official List of the
Luxembourg Stock Exchange and are admitted to trading on the regulated market of the Luxembourg Stock
Exchange, there shal occur any adverse change in the business or financial position of the relevant Issuer or any
change in the information set out under "Terms and Conditions of the Notes", that is material in the context of
issuance under the Programme which is not reflected in this Base Prospectus (or any of the documents
incorporated by reference in this Base Prospectus) the Issuers, as the case may be, wil prepare or procure the
preparation of a supplement to this Base Prospectus in accordance with Article 23 of the Prospectus Regulation,
as the case may be, publish a new Base Prospectus for use in connection with any subsequent issue by the
Issuers of Notes to be listed on the Official List of the Luxembourg Stock Exchange and admit ed to trading on the
regulated market of the Luxembourg Stock Exchange.
BENCHMARK REGULATION STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION
Amounts payable under the Notes may be calculated by reference to (i) EURIBOR (Euro Interbank Offered Rate),
which is provided by the European Money Markets Institute ("EMMI"), (i ) certain constant maturity swap rates
which are provided by the ICE Benchmark Administration Limited ("IBA"), (iv) SONIA (Sterling Overnight Index
Average), which is provided by the Bank of England ("BoE"), or (v) SOFR (Secured Overnight Financing Rate),
which is provided by the Federal Reserve Bank of New York ("FRBNY"). EMMI appears whereas IBA does not
appear on the register of administrators and benchmarks established and maintained by the European Securities
and Markets Authority (ESMA) (the "ESMA Register") pursuant to Article 36 of Regulation (EU) 2016/1011 (the
"Benchmarks Regulation"). As far as the Issuers are aware, neither BoE nor FRBNY are required to obtain
authorisation or registration pursuant to Article 2(2) of the Benchmarks Regulation, and in relation to IBA, the
transitional provisions in Article 51 of the Benchmarks Regulation apply, such that IBA is not currently required to
obtain authorisation or registration (or, if located outside the European Union, recognition, endorsement or
equivalence). In case Notes are issued which make reference to another benchmark or there was any change with
regard to any of the above benchmarks, the applicable Final Terms wil specify the name of the specific
benchmark and the relevant administrator. In such case, the applicable Final Terms wil further specify if the
relevant administrator is included in the ESMA Register or whether the transitional provisions in Article 51 of the
Benchmarks Regulation apply.
MIFID I PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes wil include a
legend entitled "MiFID II Product Governance" which wil outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, sel ing
or recommending the Notes (a "distributor") should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET The Final Terms in respect of any Notes wil
include a legend entitled "UK MiFIR Product Governance" which wil outline the target market assessment in
respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently
offering, sel ing or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance
Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining
appropriate distribution channels.
4

A determination wil be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules") or UK
MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil be a
manufacturer for the purpose of the MiFID Product Governance Rules or the UK MiFIR Product Governance
Rules.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF
SINGAPORE (THE "SFA") Unless otherwise stated in the Final Terms in respect of any Notes, al Notes issued
or to be issued under the Programme shal be prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in the
Monetary Authority of Singapore (the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
References to "EUR", "Euro" and "" are to the euro, the currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the treaty establishing the European Community, as
amended by the treaty on the European Union, as amended. References to "GBP" are to British pound sterling,
the official currency of the United Kingdom, references to "CHF" are to Swiss franc, the official currency of
Switzerland.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the
use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "wil " and similar terms and phrases, including references and assumptions. This applies, in
particular, to statements in this Base Prospectus containing information on future earning capacity, plans and
expectations regarding each Issuer's business and management, its growth and profitability, and general
economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including each Issuer's financial condition and
results of operations, to dif er material y from and be worse than results that have expressly or implicitly been
assumed or described in these forward-looking statements. Each Issuer's business is also subject to a number of
risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this Base
Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the fol owing sections of this
Base Prospectus: "2 Risk Factors", "7 General Description of BAWAG as Issuer", "8 General Description of
BAWAG P.S.K. as Issuer" and "9 Business Overview of BAWAG Group". These sections include more detailed
descriptions of factors that might have an impact on each Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not
occur. In addition, neither the Issuers nor the Dealers assume any obligation, except as required by law, to update
any forward-looking statement or to conform these forward-looking statements to actual events or developments.
INFORMATION FROM THIRD PARTIES
Unless otherwise indicated, statements in this Base Prospectus regarding the market environment, market
developments, growth rates, market trends and the competitive situation in the markets and segments in which the
Issuers operate are based on data, statistical information, sector reports and third-party studies, as wel as the
Issuers' own estimates. Management estimates unless otherwise indicated are based on internal market
observations and/or studies by third parties.
To the extent that information has been sourced from third parties, this information has been accurately
reproduced by the Issuers in this Base Prospectus and, as far as the Issuers are aware and are able to ascertain
from information published by these third parties, no facts have been omitted which would render the reproduced
information inaccurate or misleading. However, market studies and analyses are frequently based on information
and assumptions that may not be accurate or technical y correct, and their methodology is, by nature, forward-
looking and speculative. The source of such third-party information is cited whenever such information is used in
this Base Prospectus. Such third-party sources include:
5

Statista, "Leading banks in Austria in 2019, by total assets", 2020, 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 Base Prospectus by the Issuers, the Issuers
have not verified any figures, market data and other information used by third parties in their studies, publications
and financial information, or the external sources on which each Issuer's estimates are based. The Issuers
therefore assume no liability for and offers no guarantee of the accuracy of the data from studies and third-party
sources contained in this Base Prospectus and/or for the accuracy of data on which each Issuer's estimates are
based.
This Base Prospectus also contains estimates of market and other data and information derived from such data
that cannot be obtained from publications by market research institutes or from other independent sources. Such
information is partly based on own market observations, the evaluation of industry information (from conferences,
sector events, etc.) or internal assessments. Each Issuer's management believes that its estimates of market and
other data and the information it has derived from such data assists investors in gaining a bet er understanding of
the industry in which BAWAG Group operates and BAWAG Group's position therein. Each Issuer's own estimates
have not been checked or verified external y. Each Issuer nevertheless assumes that its own market observations
are reliable. The Issuers give no warranty for the accuracy of each Issuer's own estimates and the information
derived therefrom. They may differ from estimates made by competitors of BAWAG Group or from future studies
conducted by market research institutes or other independent sources.
The Issuers have included information from Moody's Deutschland GmbH.
Information contained on any website mentioned in this Base Prospectus, including the websites of BAWAG
Group and BAWAG P.S.K., unless incorporated by reference in this Base Prospectus, is not part of this Base
Prospectus and has not been scrutinised or approved by the CSSF.
6

TABLE OF CONTENTS

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

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
2.1
Risks relating to BAWAG Group, including BAWAG P.S.K. and BAWAG P.S.K.
Group ................................................................................................................................14
2.2
Risks relating to BAWAG ...................................................................................................34
2.3
Risks relating to the Notes .................................................................................................34

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

TERMS AND CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
OPTION I Terms and Conditions for Notes with fixed interest rates or fixed resettable
interest rates ......................................................................................................................52
OPTION II Terms and Conditions for Notes with floating interest rates ........................................73
OPTION III Terms and Conditions for Notes with fixed-to-floating interest rates ........................ 101
OPTION IV Terms and Conditions for Zero Coupon Notes ........................................................ 130

EMISSIONSBEDINGUNGEN DER SCHULDVERSCHREIBUNGEN . . . . . . . . . . . . . . . . . . . . . . . 145
OPTION I Emissionsbedingungen für Schuldverschreibungen mit fester Verzinsung oder
fester und neu festsetzbarer fester Verzinsung ................................................................ 146
OPTION II Emissionsbedingungen für Schuldverschreibungen mit variabler Verzinsung .......... 169
OPTION III Emissionsbedingungen für Schuldverschreibungen mit fester zur variabler
Verzinsung ....................................................................................................................... 198
OPTION IV Emissionsbedingungen von Nul kupon-Schuldverschreibungen ............................. 230

FORM OF THE FINAL TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 246

GENERAL DESCRIPTION OF BAWAG AS ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 280
7.1
Information about BAWAG ............................................................................................... 280
7.2
Structure of BAWAG Group ............................................................................................. 281
7.3
Trend information ............................................................................................................. 281
7.4
Administrative, management and supervisory bodies ...................................................... 283
7.5
Major shareholders .......................................................................................................... 284
7.6
Legal and arbitration proceedings .................................................................................... 285
7.7
Significant change in the financial position of BAWAG Group .......................................... 286
7.8
Material contracts ............................................................................................................ 286
7.9
Ratings ............................................................................................................................ 286

GENERAL DESCRIPTION OF BAWAG P.S.K. AS ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287
8.1
Information about BAWAG P.S.K. .................................................................................... 287
8.2
Structure of BAWAG P.S.K. Group .................................................................................. 288
7

8.3
Trend information ............................................................................................................. 288
8.4
Administrative, management and supervisory bodies ...................................................... 289
8.5
Major shareholders .......................................................................................................... 290
8.6
Legal and arbitration proceedings .................................................................................... 290
8.7
Significant change in the financial position of BAWAG P.S.K. Group ............................... 290
8.8
Material contracts ............................................................................................................ 290
8.9
Ratings ............................................................................................................................ 290

BUSINESS OVERVIEW OF BAWAG GROUP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 292
9.1
Principal areas of activity ................................................................................................. 292
9.2
Bank transformation ......................................................................................................... 292
9.3
Strategy ........................................................................................................................... 292
9.4
Segments of BAWAG Group ............................................................................................ 295
9.5
Trends affecting BAWAG Group ...................................................................................... 297
9.6
Employees ....................................................................................................................... 298

FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 299
10.1
Financial information of BAWAG ...................................................................................... 299
10.2
Financial information of BAWAG P.S.K. ........................................................................... 306

REGULATORY CAPITAL REQUIREMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 308
11.1
Minimum capital requirements and regulatory ratios ........................................................ 308
11.2
Minimum requirement for own funds and eligible liabilities ............................................... 310

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 312
12.1
Taxation Warning ............................................................................................................. 312
12.2
Taxation in Austria ........................................................................................................... 312

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 316
13.1
General ............................................................................................................................ 316
13.2
European Economic Area ................................................................................................ 316
13.3
United States of America ................................................................................................. 317
13.4
Sel ing restrictions addressing additional United Kingdom of Great Britain and
Northern Ireland ("United Kingdom") securities laws ........................................................ 319
13.5
Hong Kong ....................................................................................................................... 320
13.6
Japan ............................................................................................................................... 320
13.7
Republic of Singapore ("Singapore") ................................................................................ 321

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 322
14.1
Types of Notes issued under the Programme .................................................................. 322
14.2
Use of proceeds and reasons for an offer ........................................................................ 326
14.3
Interest of natural and legal persons involved in an issue/offer ........................................ 327
14.4
Authorization .................................................................................................................... 327
8

14.5
Independent auditors ....................................................................................................... 327
14.6
Clearing systems ............................................................................................................. 327
14.7
Listing of the Programme and admission to trading.......................................................... 327
14.8
The basis for any statements in the registration document made by the Issuer
regarding its competitive position. .................................................................................... 327
14.9
Passporting ...................................................................................................................... 328

DOCUMENTS INCORPORATED BY REFERENCE / DOCUMENTS AVAILABLE . . . . . . . . . . . . 329
15.1
Documents incorporated by reference ............................................................................. 329
15.2
Cross-reference list of documents incorporated by reference .......................................... 330
15.3
Documents available ........................................................................................................ 333

9

GENERAL DESCRIPTION OF THE PROGRAMME
1.1
General
Under this EUR 10,000,000,000 Programme, each Issuer may from time to time issue Notes, including Covered
Bonds (Fundierte Bankschuldverschreibungen) denominated in any Specified Currency agreed between the
Issuer and the relevant Dealer(s). The Issuers may increase the amount of the Programme in accordance with the
terms of the Dealer Agreement (as defined herein) from time to time. The maximum aggregate principal amount of
al Notes at any time outstanding under the Programme wil not exceed EUR 10,000,000,000 (or its equivalent in
other currencies).
Notes may be issued on a continuing basis to one or more of the Dealers and any additional dealer appointed
under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis.
Notes may be distributed by way of offer to the public or private placements and, in each case, on a syndicated or
non-syndicated basis. The method of distribution of each Tranche wil be stated in the relevant Final Terms. Notes
may be offered to non-qualified and/or qualified investors.
Notes wil be issued in Tranches, each Tranche consisting of Notes, which are identical in al respects. One or
more Tranches, which are expressed to be consolidated and forming a single series and identical in al respects,
but having different issue dates, interest commencement dates, issue prices and dates for first interest payments
may form a series of Notes (the "Series"). Further Notes may be issued as part of an existing Series. The specific
terms of each Tranche wil be set forth in the applicable Final Terms. The redemption amount under the Notes wil
be at least 100% of their principal amount. Notes wil be issued with a maturity of twelve months or more.
Notes wil be issued in such denominations as may be agreed between the relevant Issuer and the relevant
Dealer(s) and as indicated in the applicable Final Terms save that the minimum denomination of the Notes wil be,
if in Euro, 1,000, and, if in any currency other than Euro, an amount in such other currency at least to 1,000 at
the time of the issue of Notes. Subject to any applicable legal or regulatory restrictions, and requirements of
relevant central banks, Notes may be issued in Euro or any other currency.
Notes may be issued under the Programme as Unsubordinated Notes, Senior Non-Preferred Notes or
Subordinated Notes by both Issuers. Furthermore, Notes may be issued as Covered Bonds (Fundierte
Bankschuldverschreibungen) by BAWAG P.S.K. (as described below under "14 General Information").
Notes issued pursuant to the Programme may be rated or unrated. A security rating is not a recommendation to
buy, sel or hold Notes issued under the Programme and may be subject to suspension, reduction or withdrawal at
any time by the assigning rating agency. A suspension, reduction or withdrawal of the rating assigned to the Notes
issued under the Programme may adversely affect the market price of the Notes issued under the Programme.
Notes may be issued at an issue price, which is at par or at a discount to, or premium over, par, as stated in the
Final Terms. The issue price for Notes to be issued wil be determined at the time of pricing on the basis of a yield
which wil be determined on the basis of the orders of the investors which are received by the Dealers during the
offer period. Orders wil specify a minimum yield and may only be confirmed at or above such yield. The resulting
yield wil be used to determine an issue price, al to correspond to the yield.
The yield for Notes with fixed interest rates or fixed resettable interest rates wil be calculated by the use of the
ICMA method, which determines the effective interest rate of notes taking into account accrued interest on a daily
basis.
Application wil be made to the Luxembourg Stock Exchange for the Programme to be listed on the Official List of
the Luxembourg Stock Exchange and to be admitted to trading on the Regulated Market or on the professional
segment of the Regulated Market of the Luxembourg and/or on the Official Market ("Amtlicher Handel") of the
Vienna Stock Exchange. The Notes issued under this Programme may be listed on the Official List of the
Luxembourg Stock Exchange and admitted to trading on the Luxembourg Stock Exchange's and the Vienna Stock
Exchange's regulated markets. The Luxembourg Stock Exchange and the Vienna Stock Exchange do not
automatical y list Notes and may under certain circumstances refuse listing and admission to trading of the Notes.
The Programme provides that Notes may be listed on other or further stock exchanges as may be agreed
between the relevant Issuer and the relevant Dealer(s) in relation to each issue. Notes may further be issued
under the Programme without being listed on any stock exchange.
10