Bond Raiffeisen Landesbank OÖ AG 2.788% ( AT0000A203S4 ) in EUR

Issuer Raiffeisen Landesbank OÖ AG
Market price 100 %  ▲ 
Country  Austria
ISIN code  AT0000A203S4 ( in EUR )
Interest rate 2.788% per year ( payment 1 time a year)
Maturity 22/02/2033 - Bond has expired



Prospectus brochure of the bond Raiffeisenlandesbank Oberösterreich AG AT0000A203S4 in EUR 2.788%, expired


Minimal amount 100 000 EUR
Total amount 5 000 000 EUR
Detailed description Raiffeisenlandesbank Oberösterreich AG is a regional cooperative bank operating primarily in Upper Austria, offering a wide range of financial services to private and corporate clients.

Raiffeisenlandesbank Oberösterreich AG's EUR 5,000,000 2.788% bond (ISIN: AT0000A203S4), issued in Austria, with a minimum lot size of EUR 100,000 and maturing on February 22, 2033, has reached maturity and been redeemed at 100%.








Raiffeisenlandesbank Oberösterreich
Aktiengesellschaft
Debt Issuance Programme (unlimited in size)
(the "Programme")
Under the Programme, Raiffeisenlandesbank Oberösterreich Aktiengesellschaft ("RLB OÖ" or the "Issuer"), subject to compliance with all
relevant laws, regulations and directives, may issue debt securities as further specified in the relevant final terms (the "Final Terms") in series
(each a "Series") and tranches (each a "Tranche") in the German or English language under Austrian and/or German law. The Programme
foresees three different options of Terms and Conditions (as defined herein) under which Notes (as defined below) may be issued depending on
the type of interest which applies to the Notes as specified in the relevant Final Terms. Accordingly, the following types of Notes may be issued
under the Programme: (i) Notes with fixed interest rates (Option I); (ii) Notes with variable and/or structured interest rates (Option II); and (iii) zero
coupon Notes (Option III), under which (a) mortgage covered bank bonds (hypothekarisch fundierte Bankschuldverschreibungen) and public
covered bank bonds (öffentlich fundierte Bankschuldverschreibungen) to be issued until the Austrian Covered Bond Act, Federal Law Gazette I
No. 199/2021 (Pfandbriefgesetz ­ "PfandBG") enters into force on 8 July 2022 in accordance with the Austrian Act on Covered Bank Bonds
(Gesetz betreffend fundierte Bankschuldverschreibungen ­ "FBSchVG") which basically expires at the end of 7 July 2022 (subject to transitional
provisions) (together the "Covered Bank Bonds") or covered bonds (gedeckte Schuldverschreibungen) to be issued from the entry into force of
the PfandBG on 8 July 2022 in accordance with the PfandBG (the "Covered Bonds"); (b) senior unsecured notes (the "Senior Unsecured
Notes"); (c) preferred senior eligible notes (the "Preferred Senior Eligible Notes"); (d) non-preferred senior eligible notes (the "Non-Preferred
Senior Eligible Notes" and together with the Preferred Senior Eligible Notes (the "Eligible Notes")); and (e) subordinated (Tier 2) notes (the
"Subordinated Notes") (all together, the "Notes") may be issued. Subject to compliance with all relevant laws, regulations and directives, the
Notes will have a minimum maturity of twelve months and no maximum maturity.
This base prospectus dated 2 June 2022, as supplemented from time to time (the "Prospectus") constitutes a base prospectus for the purposes
of Article 8 of the Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation") and has been drawn up in accordance with
Annexes 6, 14, 15, 22 and 28 of the Commission Delegated Regulation (EU) 2019/980, as amended. This Prospectus has been approved by the
Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde - the "FMA") in its capacity as competent authority pursuant to Article 20 of the
Prospectus Regulation in conjunction with the Austrian Capital Market Act 2019 (Kapitalmarktgesetz 2019). The FMA only approves this
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation.
Such approval should not be considered as an endorsement of the Issuer and the quality of the Notes that are the subject of this
Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes.
Application may be made (i) for the Programme and/or any Series of Notes to be admitted to the Official Market (Amtlicher Handel) of the Vienna
Stock Exchange (Wiener Börse); and/or (ii) to list any Series of Notes on the official list of the Luxembourg Stock Exchange and to admit to trading
such Notes on the regulated market (the "Regulated Market") of the Luxembourg Stock Exchange (Bourse de Luxembourg) or on the
professional segment of the Regulated Market of the Luxembourg Stock Exchange or on the SIX Swiss Exchange (al together, the "Markets").
References in this Prospectus to any Series of Notes being listed (and all related references) shall mean that such Series of Notes have been
admitted to trading on one or more of the Markets, excluding the SIX Swiss Exchange, each of which is a regulated market for the purposes of the
Directive 2014/65/EU, as amended (Markets in Financial Instruments Directive II ­ "MiFID II"). Furthermore, application may also be made for any
Series of Notes to be included in the Vienna MTF of the Vienna Stock Exchange which is a multilateral trading facility ("MTF"). Unlisted or
unincluded Series of Notes may also be issued pursuant to this Programme. The relevant Final Terms in respect of any Series of Notes will
specify whether or not such Series of Notes will be admitted to trading on one or more of the Markets or included in the Vienna MTF.
The Issuer has requested the FMA to provide the competent authorities of Germany and the Grand Duchy of Luxembourg with a certificate of
approval attesting that this Prospectus has been drawn up in accordance with the Prospectus Regulation. The Issuer may from time to time
request the FMA to provide to competent authorities of member states of the European Economic Area ("EEA") further notifications concerning the
approval of this Prospectus.
Notes will be issued in Series which may consist of one or more Tranches. whereby each Tranche in bearer form will be represented on issue by
(i) a non-digital global note (nicht-digitale Sammelurkunde) or a digital global note (digitale Sammelurkunde) pursuant to Austrian law, (ii) a
temporary global note in bearer form pursuant to German law (a "Temporary Global Note") exchangeable for a permanent global note in bearer
form (a "Permanent Global Note") or (iii) a Permanent Global Note in bearer form pursuant to German law (each, a "Global Note"). A Temporary
Global Note and a Permanent Global Note may also be in the form of new global notes ("New Global Note" or "NGN"). NGNs will be delivered on
or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank SA/NV ("Euroclear")
and Clearstream Banking, S.A. ("CBL"). A Temporary Global Note and a Permanent Global Note which are issued in the form of classical global
notes ("Classical Global Note" or "CGN") will be deposited on the issue date with a common depositary on behalf of Euroclear and CBL or may
be deposited on the issue date with Clearstream Banking AG ("CBF"). A non-digital global note (nicht-digitale Sammelurkunde) or a digital global
note (digitale Sammelurkunde) pursuant to Austrian law will be deposited on the issue date with OeKB CSD GmbH ("OeKB CSD") or with a
depositary on behalf of OeKB CSD or with or on behalf of the Issuer. Global Notes may be intended to be eligible collateral for Eurosystem
monetary policy.
Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such credit rating will be specified in the relevant Final Terms. A
credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the
assigning credit rating agency. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be issued by a credit
rating agency established in the European Union ("EU") and registered under Regulation (EC) No 1060/2009, as amended (the "CRA
Regulation") will be disclosed in the relevant Final Terms. The European Securities and Markets Authority (the "ESMA") is obliged to maintain on
its website ("www .esma.europa.eu") a list of credit rating agencies registered and certified in accordance with the CRA Regulation. This list must
be updated within 5 working days of ESMA's adoption of any decision to withdraw the registration of a credit rating agency under the CRA
Regulation. The ESMA website is not incorporated by reference into, nor does it form part of, this Prospectus.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. This Prospectus
does not describe all of the risks of an investment in the Notes, but the Issuer believes that all material risks relating to an investment in the Notes
have been described.
This Prospectus is valid for 12 months after its approval. The validity ends upon expiration of 5 June 2023. The obligation by the Issuer
to supplement this Prospectus in the event of significant new factors, material mistakes or material inaccuracies does not apply when
this Prospectus is no longer valid.
Arranger
Deutsche Bank Aktiengesellschaft
Dealers
Deutsche Bank Aktiengesellschaft
DZ BANK AG
Raiffeisen Bank International AG
Raiffeisenlandesbank Oberösterreich Aktiengesellschaft




2
Table of Contents
RISK FACTORS ......................................................................................................................................... 4
RISK FACTORS REGARDING RLB OÖ ................................................................................................... 4
RISK FACTORS REGARDING THE NOTES .......................................................................................... 16
RESPONSIBILITY STATEMENT ............................................................................................................. 40
NOTICE
........................................................................................................................................ 40
THIRD PARTY INFORMATION ............................................................................................................... 42
FORWARD-LOOKING STATEMENTS .................................................................................................... 43
CONSENT TO THE USE OF THE PROSPECTUS ................................................................................. 43
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 44
ISSUE PROCEDURES ............................................................................................................................ 46
TERMS AND CONDITIONS OF THE NOTES ENGLISH LANGUAGE VERSION .................................. 48
OPTION I ­ Terms and Conditions that apply to Notes with fixed interest rates ..................................... 49
OPTION II ­ Terms and Conditions that apply to Notes with variable and/or structured interest
rates ............................................................................................................................................. 81
OPTION III ­ Terms and Conditions that apply to zero coupon Notes .................................................. 126
TERMS AND CONDITIONS OF THE NOTES GERMAN LANGUAGE VERSION ............................... 159
OPTION I ­ Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ............................ 160
OPTION II ­ Anleihebedingungen für Schuldverschreibungen mit variabler und/oder
strukturierter Verzinsung............................................................................................................ 196
OPTION III ­ Anleihebedingungen für Nul kupon-Schuldverschreibungen ........................................... 247
MUSTER ­ ENDGÜLTIGE BEDINGUNGEN (FORM OF FINAL TERMS) ............................................ 285
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS ......................................... 324
RAIFFEISENLANDESBANK OBERÖSTERREICH AKTIENGESELLSCHAFT .................................... 326
Independent Auditors ............................................................................................................................. 326
Incorporation ........................................................................................................................................... 326
Articles of Association ............................................................................................................................ 326
Organisational Structure ......................................................................................................................... 327
Business Overview ................................................................................................................................. 328
Segment Reporting ................................................................................................................................. 328
Management and Supervisory Bodies ................................................................................................... 330
Staff Council Representatives ................................................................................................................ 334
Conflicts of Interest ................................................................................................................................. 335
Control ing Persons ................................................................................................................................ 336
Borrowing and Funding Structure ........................................................................................................... 336
Expected Financing of the Issuer's Activities ......................................................................................... 336
Significant Changes and Material Adverse Changes ............................................................................. 336
Legal and Arbitration Proceedings ......................................................................................................... 337
Material Contracts .................................................................................................................................. 337
Recent Events ........................................................................................................................................ 339




3
Known Trends affecting the Issuer and the Industries in which it operates ........................................... 339
SELLING RESTRICTIONS..................................................................................................................... 341
GENERAL INFORMATION .................................................................................................................... 346
Covered Bank Bonds .............................................................................................................................. 346
Use of Proceeds ..................................................................................................................................... 348
Green Bonds and Social Bonds ............................................................................................................. 348
Listing and Admission/Inclusion to Trading ............................................................................................ 348
Authorisation ........................................................................................................................................... 349
Interests of Natural and Legal Persons involved in the Issue/Offer ....................................................... 349
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 350
DOCUMENTS AVAILABLE FOR INSPECTION .................................................................................... 351
GLOSSARY AND LIST OF ABBREVIATIONS ...................................................................................... 353





4
RISK FACTORS
RISK FACTORS REGARDING RLB OÖ
Prospective investors should consider carefully the risks set forth below and the other information
contained in this Prospectus prior to making any investment decision with respect to any Notes.
Prospective investors should note that the risks described below are not the only risks the Issuer
faces. The Issuer has described only those risks relating to its business, operations, financial condition
or prospects that it considers to be material and specific and of which it is currently aware. There may
be additional risks that the Issuer currently considers not to be material and specific or of which it is
not currently aware, and any of these risks could have the effects set forth below.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus
and should consult with their own professional advisers (including their financial, accounting, legal and
tax advisers) and reach their own views prior to making any investment decision.
Each of the Issuer related risks highlighted below could have a material adverse effect on the Issuer's
business, operations, financial condition or prospects which, in turn, could have a material adverse
effect on the amount of principal and interest (if applicable) which investors wil receive in respect of
any securities to be issued. In addition, each of the Issuer related risks highlighted below could
adversely affect the trading price of the Notes or the rights of investors under the Notes and, as a
result, investors could lose some or all of their investment.
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes. Most of these factors are contingencies which may or may not occur. Below the Issuer
expresses its view on the likelihood of any such contingency occurring as of the date of this
Prospectus.
The Issuer believes that the factors described below represent the principal risks inherent in investing
in the Notes, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Notes may occur for other reasons which may not be considered significant risks
by the Issuer based on information currently available to it or which it may not currently be able to
anticipate.
The risk factors herein are organised into categories depending on their nature (with the most material
risk factor mentioned first in each of the categories):
Risk factors regarding RLB OÖ Group's business operations
Credit Risk
Customers and other contractual partners of the Issuer may fail to meet their obligations and
the provisions formed by the Issuer are insufficient to cover this risk (credit- or counterparty
risk).
The risk that customers and other contractual partners of the Issuer may fail to meet their payment
obligations, whether in full or in part or not at maturity, arises for the Issuer from transactions with
private customers, commercial customers, other credit institutions, financial institutions and sovereign
debtors (states and regional authorities). For the Issuer possible reasons are insolvency, lack of
liquidity, deterioration in creditworthiness, economic downturn or operational problems of its
customers. Collateral given to the Issuer to hedge business and real estate loans may prove
insufficient to offset defaulted payments due to a decline in market prices or over-valuation. Also,
increasing prices for energy and other consumer goods and services, as currently observed due to the
war in Ukraine, and its effects may lead to a deterioration of the financial situation of the Issuer's
customers as well as to non-fulfilment of obligations towards the Issuer and following that to a
deterioration in credit quality of the Issuer's customers and thus may have a material negative impact
on the risk costs of the Issuer. The Issuer bears the risk that in addition to the already existing
provisions of the Issuer, additional provisions wil be required for any doubtful or uncollectable
receivables. The extent of the uncol ectable loans and the necessary provisions might lead to
additional requirements regarding equity backing. The Issuer's earnings situation would also be
negatively influenced due to missing interest income.




5
Payment default due to the official measures of a state or the default of state debtors might
have a prolonged negative effect upon the Issuer's earnings situation (country risk).
The country risk for the Issuer is defined in line with § 39a of the Austrian Banking Act
(Bankwesengesetz ­ "BWG") (Internal Capital Assessment Process ­ ICAAP) and focuses on the risk
of a payment default caused by the official measures of a state and/or the default of state debtors. A
payment default owing to the official measures of a state and/or the default of state debtors, as wel as
the required provisions, can lead to additional equity backing requirements.
The share of the Issuer's loans and advances to customers in Germany is 25.9 per cent of its balance
sheet total. The Issuer has further exposures (loans and advances) particularly in the Czech Republic
(4.2 per cent.), Poland (1.7 per cent.), Romania (1.6 per cent.), Slovakia (1.3 per cent.), Netherlands
and Luxembourg (each approximately 1 per cent.). Therefore, the Issuer is exposed to the risks
inherent in these markets with regard to its activities. These may include rapid political, economic and
social changes, including currency fluctuations, possible foreign exchange controls and restrictions,
developing regulatory structures, inflation, recession, local market distortions and labor conflicts. The
occurrence of one or more of these events can reduce the ability of the Issuer's customer or
counterparty in these countries or the region to receive foreign currency or loans and thus meet their
obligations to the Issuer.
The risk derived from loans to customers in the same industry or companies closely
associated can have a sizeable negative influence on the Issuer's financial and earnings
situation (concentration risk).
The receivables that the Issuer holds against borrowers from a certain economic industry or closely
associated companies (pursuant to IAS 241) are subject to the disadvantageous effects of
concentration or interactions within an industry or the group of closely associated companies. In case
of the Issuer concentration risk could pop up for example in real estate, construction and
transportation. This could result in a considerable negative influence on the Issuer's financial and
earnings situation.
Investment Portfolio Risk
The Issuer may bear the risk of value losses of its investment portfolio (investment portfolio
risk).
The Issuer has a participation in Raiffeisen Bank International AG ("RBI"), Raiffeisenbank a.s.,
Oberösterreichische Landesbank AG as well as participations in voestalpine AG and other companies.
The results of this and other investments make a considerable contribution to the Issuer's consolidated
annual profit. The investments of RLB OÖ are subject to various risks. In particular, they are exposed
to general business risks such as the risk of potential losses arising from market changes in the form
of fluctuating or changing interest rates, currency or share prices and prices in general (market risk),
the risk that the customers of companies in which the Issuer is invested are unable to meet their
financial obligations (credit risk), currency risks (e.g. due to a devaluation of currencies in Central and
Eastern Europe ("CEE") the Issuer's income and assets resulting from participations may decline), the
risk of unexpected losses due to insufficient or failed internal procedures, systems and personnel
policy, as well as the risk of external events (operational risk), including the legal and regulatory risk
and can be the object of legal disputes, be subjected to official or governmental examinations, or
confronted with changes to the applicable laws or official practice, which can have a considerable
negative effect on their business activities. The Issuer's investments themselves are dependent upon
the availability of liquidity and refinancing possibilities and with their listed and unlisted participations
are subject to an analogous investment risk, i.e. mainly the risk that the capital invested in the
participation does not generate any returns or loses value.
The countries and regions in which (direct or indirect) investments of the Issuer exist, especial y the
non-EU member states, are prone to greater political, economic and social changes and to the risks
related thereto, such as exchange rate fluctuations, alterations to the regulatory framework, official
measures, inflation, economic recession, negative effects on domestic markets, labour market
tensions linked to changes in socio-political values, ethnic tensions, declining birth-rates, etc.

1 International Accounting Standards (IAS) ­ IAS 24 defines "closely associated persons".




6
·
Participation risk relating to RBI
RBI constitutes the Issuer's largest equity investment. Currently, RLB OÖ indirectly holds a
participation of around 9.51 per cent. in RBI. The participation in RBI is reported by RLB OÖ at
equity.
The business activities of RBI, which disposes over participations in credit institutions and
leasing companies in CEE and various Commonwealth of Independent States countries, such
as in particular Ukraine, Russia and Belarus, are dependent upon the business, economic,
political, legal and social environment - in particular the financial markets, the political situation
and potential or current conflicts (such as the war in Ukraine) - in these countries and regions.
Due to this indirect participation of the Issuer in the aforementioned participations of RBI, such
risks may have an adverse effect on the Issuer's financial position. In particular, RBI is
represented in Russia to a significant extent by a subsidiary, as a result of which the war in
Ukraine and the sanctions subsequently imposed on Russia by a large number of states and
organisations, in particular the EU and the USA, and corresponding counter-sanctions, as well
as the expected worsening of the political and economic situation in Europe as a whole, in
particular the risk of a further escalation of the conflict, may affect RBI and thereby also the
Issuer. In addition, RBI is reviewing all strategic options for the future of Raiffeisenbank Russia,
up to and including a carefully managed exit from Raiffeisenbank Russia. Al of this may have a
negative impact on the Issuer's future consolidated financial statements due to its participation
in RBI. Due to the war in Ukraine, the management board of RBI has decided to propose to the
annual general meeting of RBI on 31 March 2022 to carry forward the entire retained profits for
the financial year 2021 and this proposal was accepted by the annual general meeting.
In addition to the risks mentioned above, RBI, and thus also the Issuer's participation in RBI, is
subject to the risks associated with outbreaks of diseases and epidemics, such as the pandemic
caused by the coronavirus SARS-CoV-2 ("COVID-19"), and the measures that governments,
companies and other persons take or fail to take to prevent the spread of such epidemics like
forced closures of bank premises, travel restrictions and quarantine of areas and regions. RBI
group's banking operations could be materially adversely affected by inter alia a worsening of
clients' ability to service their credit obligations or a legal temporary moratorium on such
obligations, a restriction of governments and central banks on dividend payments from RBI's
subsidiaries to RBI or RBI to the Issuer, interest rate cuts, depreciation of CEE currencies or a
worsening of the liquidity situation of RBI due to stressed financial market conditions. Al this
could have a negative effect on the at equity accounting of RBI in future consolidated financial
statements of the Issuer.
In the 2021 fiscal year, RBI group had to be written down again in the amount of EUR -125.9
million (2020: EUR -110.7 million). After taking into account the pro-rata income and other
capital changes, the IFRS carrying amount is EUR 820.2 million (2020: EUR 850.3 mil ion) as of
31 December 2021.
Due to the recession in CEE, the political conflicts in Russia, Ukraine and Belarus and the
COVID-19 pandemic, further impairment might lead to further losses in value of the Issuer's
investment.
·
Participation risk relating to voestalpine AG
The Issuer holds a 75.65 per cent. participation in Raiffeisenlandesbank Oberösterreich Invest
GmbH & Co OG which holds for its part 13.54 per cent. in the capital shares of voestalpine AG
("voestalpine").
In the first three quarters of the 2021/2022 financial year the operating result (EBIT) of
voestalpine group was at EUR 947.4 million. This positive development was due to the high
demand in all market and product segments.
All of the above could have significant adverse effects on the Issuer in the future since dividend
payments to the Issuer might fail to be made, these investments might depreciate in whole or in part or
the Issuer might carry out other measures (such as disposal of investments).




7
Market Risk
Losses for the Issuer could occur due to market price changes (market risk).
Financial market conditions exert a major influence on the business activities of the Issuer. Changes
and fluctuations in market interest rate levels (interest volatility), negative market interest rates, a flat
or inverse yield curve as well as changes and fluctuations of market prices in the currency, stock,
commodity and other markets can have a detrimental effect on the Issuer's business results. The
Issuer's earnings from trading transactions (interest rate trading, foreign exchange trading and
securities trading) could decline due to unfavourable market or economic conditions, especially a
widening of credit spreads or an inverse interest rate curve. The credit spread is the mark-up that the
Issuer must pay a creditor for the risk accepted. Credit spreads are treated as mark-ups to actual risk-
free interest rates or as markdown to market prices.
Disadvantageous developments in the financial markets may not only be triggered by purely economic
events, but also by war, terror attacks (such as terror attacks of the Islamic State (IS)), natural
disasters, interest rate and monetary policy of national banks, tax policy or other similar occurrences.
Shifts in the financial markets can lead to higher costs for the capital and cash provisions of the Issuer
and depreciation requirements with regard to existing asset items, especial y participations held by the
Issuer. Furthermore, should this market risk materialise, it could also have a negative impact upon the
demand for the services and financial products offered by the Issuer.
Changes in interest rates and the decrease of interest rate margins can have significant
adverse effects on the Issuer's financial results, including net interest income.
The Issuer derives the majority of its operating income from net interest income. Interest rates are
sensitive to specific factors beyond the Issuer's control, such as inflation, monetary policies set by
central banks (e.g. the current low-interest policy of the European Central Bank ("ECB")) and national
governments, the liberalisation of financial services and increased competition in the markets in which
the Issuer operates as well as domestic and international economic and political conditions. Changes
in interest rates can affect the spread between the rate of interest that the Issuer pays to borrow funds
from its depositors and other lenders and the rate of interest that it charges on loans it extends to its
customers. If the interest margin decreases, net interest income wil also decrease unless the Issuer is
able to compensate such decrease by increasing the total amount of funds it lends to its customers. A
decrease in rates charged to customers will often have a negative effect on the Issuer's margins,
particularly when interest rates on deposit accounts are already very low. In an environment of
negative market interest rates, this risk also increases for the Issuer due to legal limitations relating to
negative interest rates. If an interest rate floor of 0 per cent. is applied to the Issuer's customer
deposits and notes, and at the same time negative interest rates on loans have to be passed on to the
Issuer's borrowers either in part or in ful , this results in an asymmetry, which may have a material
adverse effect on the Issuer's net interest income. An increase in rates charged to the Issuer's
customers can also negatively impact interest income if it reduces the amount of customer borrowings.
Furthermore, increasing interest rates increase the debt service burden for the Issuer's borrowers and,
therefore, might give rise to increasing credit losses. For competitive reasons, the Issuer may also
choose to raise rates of interest it pays on deposits without being able to make a corresponding
increase in the interest rates it charges to its customers. Final y, a mismatch in the structure of
interest-bearing assets and interest-bearing liabilities in any given period could reduce the Issuer's net
interest margin and have a material adverse effect on its net interest income.
Exchange rate fluctuations due to the Issuer's business activities outside Austria could have
detrimental repercussions upon the Issuer.
Value fluctuations between the euro and currencies of countries outside the Eurozone in which the
Issuer is active originate from its participation area and in particular on the invested equity capital in
the Czech Republic, which represents a share of approximately 10 per cent. of the participation
exposure. Due to a currency devaluation the equity investments when translated into euro may be
lower. Therefore, shifts in the exchange rate between the euro and the respective national currency
could have detrimental repercussions upon the Issuer's assets and income.




8
Liquidity Risk
The Issuer may be unable to meet its current or future payment obligations in full or on time
(liquidity risk).
Owing to the differing terms of receivables and payables of the Issuer, the risk exists that the Issuer
will either be unable to meet its current and future payment obligations in ful or on time, or that if
necessary, the required liquidity can only be obtained by the Issuer at excessive costs. Liquidity risk
includes for the Issuer the following risk components: (i) insolvency risk which includes the maturity
risk (unplanned extension of capital commitment duration of assets) and the call risk (premature
withdrawal of deposits, unexpected use of committed credit facilities); (i ) the liquidity maturity
transformation risk which includes the market liquidity risk (balance sheet assets may only be sold at
less favourable terms) and the refinancing risk (fol ow-on funding cannot be carried out or only at less
favourable terms).
The availability of low-cost refinancing sources may be insufficient for the Issuer (refinancing
risk).
The Issuer's profitability depends on its access to low-cost refinancing sources. Due to external factors
(e.g. financial market crisis) or a downgrade of the Issuer's credit rating access to refinancing sources
may be limited or more expensive. Additionally, the level of interest rates and the shape of the yield
curve affect the Issuer's refinancing costs.
The Issuer is rated by the credit rating agency Moody's Deutschland GmbH ("Moody's"). Moody's
credit rating is an assessment of the Issuer's creditworthiness and the probability of a payment delay
or default by the Issuer, based on creditworthiness criteria. A downgrade, suspension or withdrawal of
the credit rating would worsen the Issuer's competitiveness, due to increasing refinancing costs.
Moreover, it could limit the number of potential business partners of the Issuer and hence its access to
liquidity. It could also cause to the Issuer new payables of existing liabilities or the obligation to provide
collateral. The Issuer's credit rating exerts a major influence on the Issuer's refinancing costs.
As of the date of this Prospectus, the ECB provides refinancing to European financial institutions at
the main refinancing rate (currently 0 per cent.) against collateral, using its lending operations which
are currently conducted as fixed rate tender procedures with full allotment. Any tightening of these
conditions (interest rate, collateral standards, al otment procedures) could increase the Issuer's
funding costs and limit the Issuer's access to liquidity. Additional y, ECB provided to credit institutions
a three-year refinancing instrument ("TLTRO III") at favourable conditions. The Issuer took part in
TLTRO III and col ateralised its takings by credit claims (non-marketable securities), marketable
securities and retained covered bonds. In case of changes of the ECB's criteria for central bank
eligible collaterals, this might have an unfavourable impact to the Issuer's liquidity situation and
funding costs and limit the Issuer's access to liquidity. Furthermore, stable customer deposits are an
important source of funding to the Issuer. Their availability is influenced by various factors outside RLB
OÖ's control, such as a loss of confidence of depositors in either the economy in general, the financial
services industry or the Issuer specifically, rating downgrades, low interest rates and changes in the
competitive situation of the Issuer These factors may limit the Issuer's ability to maintain an adequate
level of customer deposits at acceptable terms.
Operational Risk
Unexpected losses can occur for the Issuer owing to the inadequacy or failure of internal
processes, persons, systems or risk management strategies or due to external events
(operational risk/IT risk/risk management risk).
The Issuer understands operating risk as being constituted by the risk of unexpected losses owing to
the inadequacy or failure of internal processes, persons or systems, or due to external events
including legal risk. In particular, such dangers also relate to the Issuer's internal risk factors, e.g.
unauthorised actions, theft and fraud, employee errors, handling and process errors, business
interruptions or system failures, as well as external risk factors as system-technical failures of
contractual partners, money laundering and customer fraud. In case of the Issuer legal risk is
understood for example as meaning the lack of an entitlement of a contractual partner of the Issuer to
conclude a transaction, contractual errors or incomplete transaction documentation that may lead to
the Issuer's inability to legally enforce the receivables/claims derived from transactions.
The Issuer's business activities are largely dependent upon functional communications and data




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processing systems (IT systems). In the course of 2019, the Issuer has converted its IT systems to
cloud computing. A large part of the services can thus also be maintained via home office. Outages,
interruptions and security deficiencies cannot be avoided by the Issuer and may lead to failures or
downtimes in its IT systems for customer relations, accounting, custody, support and/or customer
management. The ongoing operation of various business segments of the Issuer may therefore be
temporarily or permanently impaired. Increasing cyber attacks can also lead to failures and
interruptions. The materialisation of such risks may lead to increased costs or loss of income for the
Issuer.
Furthermore, the advent of a currently unforeseen situation or the occurrence of risks, which from a
present perspective are incalculable, can result in the Issuer's risk control and management system
being overburdened or failing.
Diseases ­ COVID-19
Outbreaks of diseases like the corona virus (COVID-19) pandemic can have severe impacts on
banking operations, the social and economic environment, and financial market developments
and thus could have a material adverse effect on the Issuer.
The Issuer is directly and through its clients exposed to multiple risks in relation to the COVID-19
pandemic and the measures taken by sovereigns, companies and others to prevent the spread of the
corona virus. The worldwide rapid spread of the COVID-19 pandemic, the interim lockdowns and the
resulting business restrictions and cutbacks have led to deterioration of financial conditions of the
Issuer's customers, in general, and certain businesses, e.g. construction, transportation, travel,
tourism and consumer durables, in particular. As a result, the Issuer's loan portfolio quality could suffer
or deteriorate, and non-performing loans are expected to increase, because the Issuer's customers
may not, or not timely, be able to repay their loans and/or collateral securing these loans may become
insufficient. If the economic conditions worsen, this could result in credit losses exceeding the amount
of the Issuer's loan loss provisions.
In response to the COVID-19 pandemic and the expected economic crises, governments especially in
Austria, Germany and the Czech Republic, where the Issuer operates, have already taken and are
likely to take unexperienced state intervention measures, such as imposing payment moratoria, caps
on interest rates or reducing the legal remedies to collect amounts due, as wel as measures like travel
restrictions, border closures and curfews, etc. to protect their citizens (health), national economies,

currencies or fiscal income, thereby incurring high fiscal deficits. Any of these or similar state
intervention measures could have a material adverse effect on the Issuer's business, financial
condition and results of operations through any individual or a combination of less interest and fee
income, higher risk costs or higher other costs.
The Issuer offers financing under various government-guaranteed support programmes for small and
medium-sized enterprises, freelancers and large companies for which restriction regarding to the
amount of interest rates and fees exist. This may result in lower income or even a loss of income
which in turn may reduce the Issuer's operating result.
The COVID-19 pandemic may also have a negative impact on the market value of the assets that are
financed by the Issuer, serve as col ateral for the Issuer's repayment claims and/or are included in the
Issuer's cover pool.
Furthermore, the COVID-19 pandemic might stil lead to another wave of asset price adjustments and
increased volatility in stock exchange prices as wel as a rise in spreads, which might have a negative
impact on the Issuer's refinancing costs.
The continuation of the COVID-19 crisis has led and could lead to further devaluations of the Issuer's
assets (including investments) as well as to an increase in risk provisions at the Issuer, which could
have a further negative impact on the Issuer's business results.
Climate and environmental risks
The risks arising from both, the physical dangers of the advancing climate change itself and
the transition to a climate-neutral economy, may have significant effects on the Issuer and its
clients.
In addition to physical risks resulting from advancing climate change on the Issuer's portfolio, like river
floods, drought and heat or other extreme weather events, the transition to a climate-neutral economy




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which wil be necessary in the next few years poses a significant risk on the Issuer and its clients.
Changes in the political and legal framework wil lead to significant adjustments in the business
models of the companies being clients of the Issuer. Such changes in behaviour will be driven, in
particular, by tax policy steering measures. Moreover, the resulting shift in relative prices wil also
result in strong technological upheavals and a change in consumer behaviour. All these changes may
have a direct impact on the Issuer's portfolio and business model and on its clients.
In order to shape the market as transparent as possible for investors, the EU Commission in particular
(but also the European Banking Authority) is pushing for requirements regarding the transparent
presentation of climate and environmental risks to investors. The monitoring of these risks is already in
a strong focus of the European banking supervisory authorities. In addition, the transparency criteria
and requirements of the EU taxonomy will lead to a largely harmonised and transparent presentation
of the respective business activities of companies and also credit institutions (including the Issuer) in
the course of the publications according to the Regulation (EU) 2020/852 ("Taxonomy Regulation").
Furthermore, the Issuer needs to implement the ECB Guidance on Environmental and Climate Risks
and the disclosure of environmental, social and governance ("ESG") issues in accordance with
Article 449a of Regulation (EU) No 575/2013, as amended (Capital Requirements Regulation ­
"CRR"). The implementation of such legal framework represents a chal enging task for the Issuer and
poses a significant risk on the Issuer, whereby negative implications and effects on the Issuer are
currently difficult to assess for the Issuer.
Risk factors regarding the legal framework
The Issuer is subject to a number of strict and extensive regulatory rules and requirements.
As Austrian credit institution, the Issuer must comply with a number of regulatory rules and
requirements at all times which continuously change and become more extensive and stricter.
·
EU Banking Package and Reform of the Banking Union
The Banking Union is a system for the supervision and resolution of credit institutions (like the
Issuer) on EU level which is based on EU wide rules and currently consists of the Single
Supervisory Mechanism and the Single Resolution Mechanism.
On 7 June 2019, a legislative package for amendments of the fol owing EU legal acts regarding
the Banking Union ("EU Banking Package") was published:
(i) Directive 2013/36/EU, as amended (Capital Requirements Directive ­ "CRD"); (i ) CRR;
(i i) Directive 2014/59/EU, as amended (Bank Recovery and Resolution Directive ­ "BRRD");
and (iv) Regulation (EU) No 806/2014, as amended (Single Resolution Mechanism Regulation ­
"SRMR").
The EU Banking Package, inter alia, includes the fol owing measures which are a specific and
material risk to the Issuer:
o
a leverage ratio requirement for al institutions;
o
revised rules on capital requirements for counterparty credit risk and for exposures to
central counterparties; and
o
a revised Pil ar 2 framework.
All amendments of the CRR apply at least since 28 June 2021, those of the SRMR since
28 December 2020. The EU Member States should have implemented the amendments of the
BRRD and the CRD into national legislation by 28 December 2020. In Austria, the relevant
amendments to the CRD and the BRRD were implemented in the BWG or in the Austrian
Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz ­ "BaSAG"), respectively,
and entered into force on 29 May 2021.
On 27 October 2021, the European Commission adopted a further package of a review of the
CRR and the CRD. These new rules are aimed to ensure that EU banks become more resilient
to potential future economic shocks, while contributing to Europe's recovery from the COVID-19
pandemic and the transition to climate neutrality. This package which wil now be discussed by
the European Parliament and Council is comprised of the following legislative elements:
o
implementing Basel III (for details, see "Amended BCBS Standards" below);