Bond Raiffeisen Landesbank OÖ AG 2.1158% ( AT0000A21SD7 ) in EUR

Raiffeisen Landesbank OÖ AG

100 % ▲

Austria

AT0000A21SD7 ( in EUR )

2.1158% per year ( payment 1 time a year)

27/06/2028 - Bond has expired

Prospectus brochure of the bond Raiffeisenlandesbank Oberösterreich AG AT0000A21SD7 in EUR 2.1158%, expired

100 000 EUR

3 000 000 EUR

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.

The Bond issued by Raiffeisen Landesbank OÖ AG ( Austria ) , in EUR, with the ISIN code AT0000A21SD7, pays a coupon of 2.1158% per year.
The coupons are paid 1 time per year and the Bond maturity is 27/06/2028

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) covered bonds (gedeckte Schuldverschreibungen) in accordance with the Austrian Covered Bond Act, Federal Law Gazette I
No. 199/2021 (Pfandbriefgesetz "PfandBG") (the "Covered Bonds"); (b) senior unsecured notes (the "Senior Unsecured Notes"); (c) preferred
senior notes (the "Preferred Senior Notes"); (d) non-preferred senior notes (the "Non-Preferred Senior Notes" and together with the Preferred
Senior 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 6 June 2024, 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) which is held in custody by the Issuer or the OeKB CSD GmbH ("OeKB CSD") or a digital
global note (digitale Sammelurkunde) which is held in custody by the OeKB CSD, (ii) a temporary global note in bearer form which is not held in
custody by OeKB CSD (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 which is not held in custody by OeKB CSD (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) will be deposited on the issue date with OeKB
CSD or with a depositary on behalf of OeKB CSD or with or on behalf of the Issuer or a digital global note (digitale Sammelurkunde) will be deposited
on the issue date with OeKB CSD or with a depositary on behalf of OeKB CSD. 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 10 June 2025. 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
Raiffeisen Bank International AG
Dealers
Raiffeisen Bank International AG
Raiffeisenlandesbank Oberösterreich Aktiengesellschaft

2
Table of Contents
RISK FACTORS .......................................................................................................................................3
RISK FACTORS REGARDING RLB OÖ ................................................................................................. 3
RISK FACTORS REGARDING THE NOTES ........................................................................................14
RESPONSIBILITY STATEMENT .......................................................................................................... 36
NOTICE......................................................................................................................... 36
THIRD PARTY INFORMATION ............................................................................................................ 39
FORWARD-LOOKING STATEMENTS ................................................................................................. 39
CONSENT TO THE USE OF THE PROSPECTUS .............................................................................. 39
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................ 41
ISSUE PROCEDURES ......................................................................................................................... 43
TERMS AND CONDITIONS OF THE NOTES ENGLISH LANGUAGE VERSION ............................... 45
OPTION I Terms and Conditions that apply to Notes with fixed interest rates ...................................46
OPTION II Terms and Conditions that apply to Notes with variable and/or structured interest rates .77
OPTION III Terms and Conditions that apply to zero coupon Notes ................................................122
TERMS AND CONDITIONS OF THE NOTES GERMAN LANGUAGE VERSION ............................. 153
OPTION I Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ..........................154
OPTION II Anleihebedingungen für Schuldverschreibungen mit variabler und/oder strukturierter
Verzinsung ...............................................................................................................................189
OPTION III Anleihebedingungen für Nul kupon-Schuldverschreibungen .........................................240
MUSTER ENDGÜLTIGE BEDINGUNGEN (FORM OF FINAL TERMS) ......................................... 276
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS ...................................... 317
RAIFFEISENLANDESBANK OBERÖSTERREICH AKTIENGESELLSCHAFT ................................. 319
SELLING RESTRICTIONS.................................................................................................................. 332
GENERAL INFORMATION ................................................................................................................. 337
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 341
DOCUMENTS AVAILABLE FOR INSPECTION ................................................................................. 343
GLOSSARY AND LIST OF ABBREVIATIONS ................................................................................... 344

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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 ful 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 uncollectable
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.
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

4
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 the case of the Issuer,
there are concentrations in the real estate and construction sectors. Further economic difficulties in
these sectors would have a noticeable impact on the Issuer's earnings situation. In the real estate sector
in particular which has experienced a kind of overheating due to the long period of low interest rates the
rise in interest rates has caused economic difficulties for some projects. The effect of this was and is a
slowdown in construction activity, particularly in building construction. Forbearance measures were
necessary, particularly for real estate projects under development or construction. Approximately half of
the provisions recognized are due to these cases. In addition, the portfolio provisions were used to build
targeted provisions for real estate financing where refinancing could become difficult for the project
developer in the future due to the changed market conditions (in particular interest rate rise and delayed
presales) when the credit lines expire. In this context, the ratio of non-performing loans (excluding cash
balances at central banks and other demand deposits) can be mentioned as an indicator of the
aforementioned concentration risk. It has risen in recent quarters from 3.2% as at 31 December 2022
to 4.9% as at 31 March 2024.
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 26.4 per cent. The Issuer has
further exposures (loans and advances) particularly in the Czech Republic (4.0 per cent.), Romania (2.2
per cent.), Poland (2.1 per cent.), Slovakia (1.5 per cent.), Luxembourg and Hungary (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.
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 rates 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.

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

5
The countries and regions in which (direct or indirect) investments of the Issuer exist, especially 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.
·
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 careful y 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. Despite this, the management board of RBI
decided to propose to the annual general meeting of RBI on 4 April 2024 to pay out a dividend of
EUR 1.25 per share entitled to dividends for the financial year 2023 and this proposal was
accepted by the annual general meeting of RBI.
In the 2023 fiscal year, there was a reversal of the RBI group's impairment loss in the amount of
EUR 58.0 mil ion (2022: EUR -342.0 mil ion impairment loss), resulting in an IFRS carrying
amount of EUR 932.6 million (2022: EUR 781.1 million) as of 31 December 2023.
Due to the recession in CEE and the political conflicts in Russia, Ukraine and Belarus, 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").
The voestalpine group does expect an ongoing stagnation in demand in the construction,
mechanical engineering and consumer goods industries. With an operating result (EBITDA) of
around EUR 1.6 bil ion, the earnings outlook for the 2023/24 financial year is below the previous
year's record figure of EUR 2.5 bil ion.
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).
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 wel 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

6
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 (like the war between Ukraine and Russia), terror attacks, 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.
Net interest income is an essential part of the Issuer's operating 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 strong interest rate hikes by the European Central Bank ("ECB") in the last years) and national
governments, the liberalisation of financial services and increased competition in the markets in which
the Issuer operates as wel 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 investors 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. 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. Finally, 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 10-15 per cent. of the Issuer's 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.
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 full 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 (follow-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.

7
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 col ateral. 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 4.5 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. 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 wel as external risk factors such as system-technical failures of contractual partners or
customer fraud. The Issuer understands legal risk 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
processing systems (IT systems). Due to virtual infrastructure, all of the services can 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.
Climate and environmental risks
The risks arising both, from the physical dangers of the advancing climate and environmental
change itself and from the transition to a climate-neutral and environmentally friendly economy,
may have great and significant effects on the Issuer and its clients.
In addition to physical risks resulting from advancing climate and environmental change on the Issuer's
portfolio, like river floods, drought and heat or other extreme weather events or the lack of necessary
ecosystem-services, the transition to a climate-neutral and environmentally friendly economy which will
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 will also result in strong technological

8
upheavals and a change in consumer behaviour. Al 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 and the Corporate Sustainability Reporting Directive 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") and Regulation (EU) 2022/2464 ("CSRD").
Furthermore, the Issuer needs to accelerate 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 challenging 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 an 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 European 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").
On 27 October 2021, the European Commission adopted a further package of a review of the
CRR and the CRD. On 14 December 2023, the final elements of the package have been agreed
and endorsed by the European Parliament and the Council. Both EU institutions also adopted the
new rules. The legal texts will be published in the Official Journal of the EU and enter into force
twenty days later. The new CRR rules wil apply from 1 January 2025 and the new provisions
included in the CRD will need to be transposed by Member States into national law within eighteen
months as of publication of the legal texts in the Official Journal of the EU.
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 comprises the following legislative elements:
o
implementing Basel III (for details, see "Amended BCBS Standards" below);
o
sustainability; and
o
stronger enforcement tools.
·
Amended BCBS Standards
On 7 December 2017 and on 14 January 2019, the Basel Committee on Banking Supervision
("BCBS") published amended standards for its international regulatory framework for credit
institutions developed by the BCBS. Within the EU, the revised standards must be transposed
into EU law for being applicable. These Basel III reforms, inter alia, include the fol owing key
measures which are a specific and material risk to the Issuer if transposed into EU law:
o
a revised standardised approach and the internal ratings-based approach for the
calculation of credit risks;
o
revisions to the measurement of the leverage ratio; and

9
o
an aggregate output floor, which will ensure that risk-weighted assets ("RWAs") generated
by internal models are not lower than 72.5 per cent of RWAs as calculated by the Basel III
framework's standardised approaches.
The revised BCBS standards have taken effect from 1 January 2023 and will be phased in over
five years, whereby the European Commission proposes to give additional time to properly
implement the reform, and start applying the new rules from 1 January 2025.
On 7 December 2017, the BCBS also published a discussion paper on the regulatory treatment
of sovereign exposures which would result in higher risk weights for certain sovereign exposures
for the Issuer.
In addition, on 31 March 2021, the BCBS released documents on the principles for operational
risk and operational resilience.
Compliance with these regulatory rules and requirements, in particular including the ongoing monitoring
and implementation of new or amended rules and regulations cause significant costs and additional
effort for the Issuer and any (factual or even only alleged) breach of such rules and requirements may
cause result in significant regulatory measures and bear a main legal and reputational risk. Furthermore,
stricter regulatory rules and requirements, such as the EU Banking Package, the amended BCBS
standards and the requirements concerning ESG risks (especially climate and environmental risks)
result in significant capital demand for the Issuer and/or result in constraints and limitations on risk
related business and other business of the Issuer; the latter wil negatively affect the income and
revenues of the Issuer.
The Issuer must comply with its applicable regulatory capital requirements at any time.
The Issuer must comply with certain regulatory capital requirements (on an individual and consolidated
basis) at any time:
·
In this regard, the Issuer is required to satisfy the applicable minimum capital requirements
pursuant to Article 92 CRR (so-called "Pillar 1 requirements") at all times. This includes a
Common Equity Tier 1 ("CET 1") capital ratio of 4.5 per cent., a Tier 1 capital ratio of 6 per cent.
and a total capital ratio of 8 per cent.
·
In addition, the Issuer is required to satisfy at all times the capital requirements that are imposed
by the ECB fol owing the supervisory review and evaluation process ("SREP") (so-called "Pil ar 2
requirements") ("SREP add-on"). As of the date of this Prospectus, the SREP add-on determined
for the Issuer (on consolidated basis) amounts to 2.01 per cent. in form of CET 1 capital (56.25 per
cent.), Tier 1 capital (75.00 per cent.) and Tier 2 capital (25.00 per cent.). In addition, the Issuer
is required to satisfy the so-called "Pillar 2 guidance" on a consolidated basis.
·
Furthermore, the Issuer must satisfy at al times the combined buffer requirement within the
meaning of § 22a BWG in form of CET 1 capital. For the Issuer, the combined buffer requirement
consists of the sum of the capital buffer requirement for compliance with the capital conservation
buffer of 2.5 per cent., the countercyclical capital buffer for relevant credit exposures both, in and
outside of Austria (as of 31 December 2022: 0.09 per cent.), the capital buffer requirement for
systemic vulnerability of 0.5 per cent. and the capital buffer requirement for other systemically
important institutions (O-SII buffer) of 0.75 per cent., in each case based on the total risk exposure
calculated pursuant to Article 92(3) CRR.
As of the date of this Prospectus, the capital buffer requirements both, for systemic vulnerability
and for other systemical y important institutions (O-SII buffer) apply, in each case, on an individual
basis (at the level of the Issuer) and on a consolidated basis (at the level of
Raiffeisenbankengruppe OÖ Verbund eGen).
·
In addition, the Issuer shal meet the minimum requirement for own funds and eligible liabilities
("MREL") in accordance with the BaSAG/the SRMR. This MREL target shal be determined by
the resolution authority and shal be calculated as the amount of own funds and eligible liabilities
and expressed as a percentage of the total risk exposure amount ("TREA") and the leverage ratio
exposure ("LRE"). As of the date of this Prospectus, the MREL target set for the Issuer (on
consolidated level of the resolution group) amounts to 22.43 per cent. of TREA and 5.91 per cent.
of LRE.
Stricter regulatory capital requirements applicable to the Issuer and/or any failure to comply with such

10
requirements may result in (unscheduled) additional (quantitative or qualitative) capital demand for the
Issuer and/or result in constraints and limitations on risk related business and other business of the
Issuer; the latter would negatively affect the income and revenues of the Issuer.
The Issuer is obliged to contribute to the Single Resolution Fund and to the deposit guarantee
fund.
The Single Resolution Fund ("SRF") has been established by the SRMR and is composed of
contributions by credit institutions (including the Issuer) and certain investment firms in the participating
Member States of the Banking Union. The SRF was gradual y built up during the initial period of eight
years (2016 2023) and reached the target level of at least 1 per cent. of the amount of covered deposits
of all credit institutions (including the Issuer) within the Banking Union by 31 December 2023. However,
there is the risk that the Issuer may potential y be obliged to make further ex ante contributions or
extraordinary ex post contributions to the SRF in the future.
The Issuer is a member of the Österreichische Raiffeisen-Sicherungseinrichtung eGen ("ÖRS"), a
statutory (Austrian) deposit guarantee scheme within the meaning of the Austrian Deposit Guarantee
and Investor Protection Act (Einlagensicherungs- und Anlegerentschädigungsgesetz "ESAEG"). The
ESAEG stipulates a target level of the ex ante financed deposit guarantee fund of 0.8 per cent. of
covered deposits which shall be ful y composed by contributions of its members (including the Issuer)
until 3 July 2024. If (in case of a crisis of a member institution) required, the Issuer may also be obliged
to make certain (ex post) contributions to the deposit guarantee scheme.
In case of special deposit guarantee cases as stipulated in § 27 ESAEG, all deposit guarantee schemes,
such as the new deposit guarantee scheme of ÖRS, and therefore also the members of such deposit
guarantee schemes (including the Issuer) could be obliged to contribute to the compensation procedure
of the deposit guarantee scheme that is affected by the deposit guarantee case on a pro rata basis
without undue delay.
The Issuer's obligation to make such contributions may result in additional financial burden for the Issuer
and may have a negative impact on its financial position and results of operation.
The Issuer is obliged to comply with extensive AML rules.
The Issuer is subject to legal provisions in connection with measures to avoid money laundering,
corruption and terrorism financing which are continuously amended and tightened. The Issuer is also
obliged to comply with sanction laws and regulations.
The Issuer's obligation to comply with these rules causes significant costs and expenses for the Issuer.
In addition, any (factual or even only alleged) breach of the rules may have main negative legal, financial
and reputational consequences for the Issuer.
If the relevant conditions are met, the resolution authority shall apply resolution actions in
relation to the Issuer.
The BRRD and the SRMR are the main legal basis for the recovery and resolution of credit institutions
(including the Issuer) in the Banking Union.
If the conditions for resolution are met, the resolution authority shall take resolution actions (i.e.
resolution tools and resolution powers) in relation to the Issuer in order to be able to exercise an orderly
resolution, if the Issuer is failing (or likely to fail) and to preserve the financial stability.
The conditions for resolution of the Issuer are:
·
the determination that the Issuer is failing or likely to fail has been made by the competent
authority or the resolution authority;
·
having regard to timing and other relevant circumstances, there is no reasonable prospect that
any alternative private sector measures, or supervisory action, including early intervention
measures or the write-down or conversion of relevant capital instruments and eligible liabilities
taken in respect of the Issuer, would prevent the failure of the Issuer within a reasonable
timeframe; and
·
a resolution action is necessary in the public interest.
The resolution authority has so-called resolution powers, which it may exercise individually or in any
combination in relation to or for the preparation of the application of a resolution tool in relation to the