Bond Erste Bank 0% ( AT000B119953 ) in CZK

Erste Bank

100 % ⇌

Austria

AT000B119953 ( in CZK )

22/10/2018 - Bond has expired

Prospectus brochure of the bond Erste Group AT000B119953 in CZK 0%, expired

10 000 CZK

1 000 000 000 CZK

Erste Group is a leading financial services provider in Central and Eastern Europe, offering a wide range of banking and financial services to individuals and corporations.

Erste Group's AT000B119953 CZK 1,000,000,000 0% bond, issued in Austria, matured on October 22, 2018, with a minimum trading size of CZK 10,000 and was redeemed at 100%.

11 October 2013

Final Terms1

Erste Group Zero Bond 2013-2018
(,,EGB Zerobond / 2018") (the Notes)
issued pursuant to the
30,000,000,000 Debt Issuance Programme
of
Erste Group Bank AG
Initial Issue Price: 92.82 per cent.

Issue Date: 22 October 2013 2

Series No.: 1213

Tranche No.: 1

1 In the following, Notes with a Specified Denomination of at least Euro 100,000 (or its
foreign currency equivalent) will be referred to as "Wholesale Notes". In the following,
Notes with a Specified Denomination of less than Euro 100,000 (or its foreign currency
equivalent) will be referred to as "Retail Notes". In the following, Notes with a fixed
interest rate, Notes with a floating interest rate and Notes which commence with a fixed
interest rate wich is superseded by either a floating interest rate or another fixed interest
rate will together be referred to as "Notes with periodic interest payments".
2 The Issue Date is the date of issue and payment of the Notes. In the case of free delivery,
the Issue Date is the delivery date.

Page 1

IMPORTANT NOTICE
These Final Terms have been prepared for the purpose of Article 5 (4) of the Directive
2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended
by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010
and must be read in conjunction with the Debt Issuance Programme Prospectus pertaining to
the 30,000,000,000 Debt Issuance Programme (the "Programme") of Erste Group Bank
AG (the "Issuer"), dated 08.07.2013 (the "Prospectus") and the supplement to the
Prospectus dated 12.08.2013. The Prospectus and any supplements thereto are available for
viewing in electronic form on the website of the Issuer (www.erstegroup.com) and copies of
the Prospectus and any supplement thereto may be optained free of charge during normal
business hours at the registered office of the Issuer (Erste Group Bank AG, Graben 21, A
1010, Vienna, Austria). Full information on the Issuer and the Notes is only available on the
basis of the combination of the Prospectus, any supplements thereto and these Final Terms.
A summary of this issue is annexed to these Final Terms.

Page 2

PART A. TERMS AND CONDITIONS
The Conditions applicable to the Notes (the "Conditions") are set out below.
This Part A. of the Final Terms shall be read in conjunction with the set of Terms and
Conditions that applies to Notes without periodic interest payments (the "Terms and
Conditions") and that is set forth in the Prospectus as Option IV. Capitalised terms not
otherwise defined in these Final Terms shall have the meanings specified in the Terms and
Conditions when used in these Final Terms.
All references in this Part A. of the Final Terms to sections and paragraphs are to sections
and paragraphs of the Terms and Conditions.
All provisions in the Terms and Conditions to which items in these Final Terms correspond,
which are either not selected or completed or which are deleted, shall be deemed to have
been deleted from the terms and conditions applicable to the Notes (the "Conditions").

§ 1
CURRENCY, DENOMINATION, FORM,
CERTAIN DEFINITIONS

(1) Currency, Denomination. This tranche (the "Tranche") of notes (the "Notes") is being
issued by Erste Group Bank AG (the "Issuer") in Czech Crown ("CZK" the "Specified
Currency") in the aggregate principal amount of up to CZK 1,000,000,000 (in words: one
billion) in the denomination of CZK 10,000 (the "Specified Denomination").

(2) Form. The Notes are being issued in bearer form.

(3) Permanent Global Note. The Notes are represented by a permanent global note (the
"Permanent Global Note" or the "Global Note") without coupons. The Permanent Global
Note shall be signed by authorised representatives of the Issuer. The Permanent Global
Note shall be issued in classical global note format. Definitive Notes and coupons will not
be issued.

(4) Clearing System. The Global Note(s) will be kept in custody by or on behalf of a
Clearing System until all obligations of the Issuer under the Notes have been satisfied.
"Clearing System" means Oesterreichische Kontrollbank Aktiengesellschaft, Am Hof 4,
1010 Vienna, Austria ("OeKB") and any successor in such capacity.

(6) Holder of Notes. "Holder" means any holder of a proportionate co-ownership or other
comparable right in the Global Note which may be transferred to a new Holder in
accordance with the provisions of the Clearing System.

(7) Business Day. "Business Day" means a calendar day (other than a Saturday or a
Sunday) on which commercial banks and foreign exchange markets settle payments and
are open for general business (including dealings in foreign exchange and foreign
currency deposits) in Prague and the Trans-European Automated Real-time Gross
Settlement Express Transfer System 2 or its successor ("TARGET") is open.

§ 2
STATUS

The Notes constitute direct, unconditional, unsecured and unsubordinated obligations of
the Issuer and rank pari passu among themselves and (subject to any applicable statutory
exceptions and without prejudice to the aforesaid) the payment obligations of the Issuer
under the Notes rank pari passu with all other unsecured and unsubordinated obligations
of the Issuer, present and future.

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§ 3
INTEREST

(1) No Periodic Payments of Interest. No periodic payments of interest will be made on
the Notes.

(2) Default Interest. If the Issuer fails to redeem the Notes when due, interest shall
continue to accrue on the outstanding aggregate principal amount of the Notes from, and
including, the due date for redemption to, but excluding, the date of actual redemption of
the Notes at the Issue Yield specified in § 5 (3). This does not affect any additional rights
that might be available to the Holders.

(3) Day Count Fraction. "Day Count Fraction" means, in relation to the calculation of the
Early Redemption Amount in respect of the Calculation Period as defined in § 5 (3):

the number of calendar days in the Calculation Period divided by 360, the number of
calendar days to be calculated on the basis of a year of 360 calendar days with twelve 30-
calendar day months (unless (1) the last calendar day of the Calculation Period is the 31st
calendar day of a month but the first calendar day of the Calculation Period is a calendar
day other than the 30th or 31st calendar day of a month, in which case the month that
includes that last calendar day shall not be considered to be shortened to a 30-calendar
day month, or (2) the last calendar day of the Calculation Period is the last calendar day of
the month of February in which case the month of February shall not be considered to be
lengthened to a 30-calendar day month).

§ 4
PAYMENTS

(1) Payments. Payments on the Notes shall be made, subject to paragraph (2) below, to
the Clearing System or to its order for credit to the accounts of the relevant
accountholders of the Clearing System.

(2) Manner of Payment. Subject to applicable fiscal and other laws and regulations,
payments of amounts due in respect of the Notes shall be made in the Specified
Currency.

If the Issuer determines that it is impossible to make payments of amounts due on the
Notes in freely negotiable and convertible funds on the relevant due date for reasons
beyond its control or that the Specified Currency or any successor currency provided for
by law (the "Successor Currency") is no longer used for the settlement of international
financial transactions, the Issuer may fulfil its payment obligations by making such
payments in Euro on the relevant due date on the basis of the Applicable Exchange Rate.
Holders shall not be entitled to interest or any additional amounts as a result of such
payment. The "Applicable Exchange Rate" shall be (i) (if such exchange rate is
available) the exchange rate of Euro against the Specified Currency or the Successor
Currency (if applicable) determined and published by the European Central Bank for the
most recent calendar day falling within a reasonable period of time prior to the relevant
due date, or (ii) (if such exchange rate is not available) the exchange rate of Euro against
the Specified Currency or the Successor Currency (if applicable) which the Fiscal Agent
has calculated as the arithmetic mean of offered rates concerning the Specified Currency
or the Successor Currency (if applicable) quoted to the Fiscal Agent by four leading banks
operating in the international foreign exchange market for the most recent calendar day
falling within a reasonable (as determined by the Fiscal Agent in its reasonable discretion)
period of time prior to the relevant due date, or (iii) (if such exchange rate is not available)
the exchange rate of Euro against the Specified Currency or the Successor Currency (if
applicable) as determined by the Fiscal Agent in its reasonable discretion.

(3) Payment Business Day. If the due date for any payment in respect of the Notes would
otherwise fall on a calendar day which is not a Payment Business Day (as defined below),
the due date for such payment shall be postponed to the next calendar day which is a

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Payment Business Day.

"Payment Business Day" means a calendar day (other than a Saturday or a Sunday) (i)
on which the Clearing System is open, and (ii) which is a Business Day (as defined in § 1
(7))

If the due date for the redemption of the principal amount of the Notes is adjusted the
Holder shall not be entitled to payments in respect of such adjustment.

(4) References to Principal. References in these Terms and Conditions to "principal" in
respect of the Notes shall be deemed to include, as applicable: the Final Redemption
Amount of the Notes (as specified in § 5 (1)); the Early Redemption Amount of the Notes
(as specified in § 5); and any premium and any other amounts which may be payable
under or in respect of the Notes.

§ 5
REDEMPTION

(1) Redemption at Maturity. Unless previously redeemed in whole or in part or purchased
and cancelled, and subject to adjustment in accordance with the provisions set out in § 4
(3), the Notes shall be redeemed at their Final Redemption Amount on 22 October 2018
(the "Maturity Date"). The "Final Redemption Amount" in respect of each Note shall be
the product of the Redemption Price and the Specified Denomination. The "Redemption
Price" is 100 per cent.

(2) Early Redemption for Reasons of Taxation. The Notes may be redeemed at the option
of the Issuer in whole, but not in part, at any time on giving not less than 30 nor more than
90 Business Days' prior notice of redemption to the Fiscal Agent and, in accordance with
§ 11, to the Holders (which notice shall be irrevocable), if at maturity, the Issuer will
become obliged to pay Additional Amounts pursuant to § 7 (1) as a result of any change
in, or amendment to, the laws or regulations of the Republic Austria or of any political
subdivision or taxing authority thereof or therein, or as a result of any change in, or
amendment to, an official interpretation or application of such laws or regulations, which
amendment or change is effective on or after the date on which the last tranche of this
series of Notes is issued, and such amendment or change has been evidenced by the
delivery by the Issuer to the Fiscal Agent (who shall accept such certificate and opinion as
sufficient evidence thereof) of (i) a certificate signed by two authorised representatives of
the Issuer on behalf of the Issuer stating that such amendment or change has occurred
(irrespective of whether such amendment or change is then effective), describing the facts
leading thereto and stating that such requirement cannot be avoided by the Issuer taking
reasonable measures available to it and (ii) an opinion of independent legal advisers of
recognised reputation to the effect that such amendment or change has occurred
(irrespective of whether such amendment or change is then effective), provided that no
such notice of redemption shall be given earlier than 90 calendar days prior to the earliest
date on which the Issuer would be obliged to pay such Additional Amounts were a
payment in respect of the Notes then due. No such notice of redemption shall be given if
at the time such notice is given, the obligation to pay such Additional Amounts does not
remain in effect.

(3) Early Redemption Amount.

For purposes of this § 5 and § 9, the Early Redemption Amount of a Note shall be
calculated in accordance with the following formula:

Issue Price x Specified Denomination x (1 + Issue Yield)N,

where

"Issue Date" means 22 October 2013;

"Issue Price" means 92.82 per cent.;

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"Issue Yield" means 1.5013 per cent. and is calculated on the basis of the issue price on
the Issue Date, and

"N" means the number of calendar days in the period from, and including, the Issue Date
to, and excluding, the date on which the Notes shall become due and repayable (the
"Calculation Period") calculated on the basis of the applicable Day Count Fraction.

§ 6
FISCAL AGENT
AND PAYING AGENT

(1) Appointment; Specified Offices. The initial Fiscal Agent and the initial Principal Paying
Agent and their respective initial specified offices are:

Fiscal Agent and Principal Paying Agent:
Erste Group Bank AG
Graben 21
1010 Vienna
Austria

Where these Terms and Conditions refer to the term "Paying Agent(s)", such term shall
include the Principal Paying Agent.

The Fiscal Agent and the Paying Agent(s) reserve the right at any time to change their
respective specified office to some other specified office in the same city.

(2) Variation or Termination of Appointment. The Issuer reserves the right at any time to
vary or terminate the appointment of the Fiscal Agent or any Paying Agent and to appoint
another Fiscal Agent or additional or other Paying Agents. The Issuer shall at all times
maintain (i) a Fiscal Agent (ii) so long as the Notes are listed on a stock exchange, a
Paying Agent (which may be the Fiscal Agent) with a specified office in such place as may
be required by the rules of such stock exchange or its supervisory authority. The Issuer
will give notice to the Holders of any variation, termination, appointment or any other
change as soon as possible upon the effectiveness of such change.

The Issuer undertakes, to the extent this is possible, to maintain a Paying Agent in a
member state of the European Union in which it shall not be obliged to withhold or deduct
tax pursuant to European Council Directive 2003/48/EC or any other directive
implementing the conclusions of the ECOFIN Council meeting of 2627 November 2000
on the taxation of savings income or any law implementing or complying with, or
introduced in order to conform to, such Directive.

(3) Agents of the Issuer. The Fiscal Agent and the Paying Agents act solely as agents of
the Issuer and do not have any obligations towards or relationship of agency or trust to
any Holder.

(4) Determinations Binding. All certificates, communications, opinions, determinations,
calculations, quotations and decisions given, expressed, made or obtained for the
purposes of the provisions of these Terms and Conditions by the Fiscal Agent shall (in the
absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Paying
Agents and the Holders and, in the absence of the aforesaid, no liability to the Issuer, the
Paying Agents or the Holders shall attach to the Fiscal Agent in connection with the
exercise or non-exercise by it of its powers, duties and discretions pursuant to such
provisions.

§ 7
TAXATION

(1) General Taxation. All payments by or on behalf of the Issuer in respect of the Notes

Page 6

shall be made free and clear of, and without withholding or deduction for, any taxes,
duties, assessments or governmental charges of whatever nature imposed, levied,
collected, withheld or assessed by or within the Republic of Austria or by any authority
therein or thereof having power to tax, unless such withholding or deduction is required by
law.

In that event, the Issuer shall pay such additional amounts (the "Additional Amounts") to
the Holder as shall result in receipt by that Holder of such amounts as would have been
received by it had no such withholding or deduction been required, except that no such
Additional Amounts shall be payable with respect to any Note:

(a) to, or to a third party on behalf of, a Holder who is liable to such taxes, duties,
assessments or governmental charges in respect of such Note by reason of its having
some connection with the Republic of Austria other than the mere holding of the Note; or

(b) presented for payment more than 30 calendar days after the date on which payment in
respect of it first becomes due or (if any amount of the money payable is improperly
withheld or refused) the date on which payment in full of the amount outstanding is made
or (if earlier) the date seven calendar days after that on which notice is duly given to the
Holders in accordance with § 11 that, upon further presentation of the Notes being made,
such payment will be made, provided that payment is in fact made upon such
presentation, except to the extent that the Holder would have been entitled to such
Additional Amounts on presenting the Note for payment on the thirtieth such calendar day;
or

(c) where such withholding or deduction is imposed on a payment to an individual and is
required to be made pursuant to European Council Directive 2003/48/EC or any other
European Union Directive implementing the conclusions of the ECOFIN Council meeting
of 26-27 November 2000 on the taxation of savings or any law implementing or complying
with, or introduced in order to conform to, such Directive; or

(d) presented for payment by or on behalf of a Holder who would have been able to avoid
such withholding or deduction by presenting the relevant Note to another Paying Agent in
a Member State of the European Union.

(2) U.S. Foreign Account Tax Compliance Act (FATCA). The Issuer is authorised to
withhold or deduct from amounts payable under the Notes to a Holder or beneficial owner
of Notes sufficient funds for the payment of any tax that it is required by law to withhold or
deduct pursuant to the U.S. Foreign Account Tax Compliance Act ("FATCA") (including
under a voluntary agreement entered into with a taxing authority as described in Section
1471(b) of the U.S. Internal Revenue Code (the "FATCA Agreement")). The Issuer will
not be required to make any payment of additional amounts for or on account of any
withholding tax deducted by the Issuer or an intermediary in compliance with FATCA. For
the avoidance of doubt, the withholding or deduction of any amounts which are withheld or
deducted pursuant to a FATCA Agreement shall be treated as being required by law.

§ 8
PRESCRIPTION

Claims against the Issuer for payment in respect of the Notes shall be prescribed and
become void unless made within thirty years after the relevant due date.

§ 9
ACCELERATION

(1) Events of Default. Each Holder shall be entitled to declare its Notes due in
accordance with paragraph (2) and demand immediate redemption thereof at the Early
Redemption Amount (as specified in § 5) in the event that:

(a) default is made on the payment of principal in respect of the Notes for a period of

Page 7

seven calendar days from (and including) the relevant due date; or

(b) the Issuer fails to perform or observe any covenant, condition or provision contained in
the Terms and Conditions (other than any obligation for the payment of principal in
respect of the Notes) which it is obliged to performed and observe, which default is
incapable of remedy or is not remedied within 45 calendar days after notice of such
default shall have been given to the Fiscal Agent at its specified office by any Holder; or

(c) insolvency (bankruptcy) proceedings or special receivership proceedings
(Geschäftsaufsichtsverfahren) pursuant to the Austrian Banking Act (Bankwesengesetz)
(or any other regulation applicable in the future) are commenced against assets of the
Issuer, or if the Austrian Financial Markets Authority (or any other authority competent for
such matters in the future) institutes regulatory measures (aufsichtsbehördliche
Maßnahmen) with the effect of a temporary moratorium or if the Issuer shall be wound up
or dissolved, otherwise than for the purposes of reconstruction, merger or amalgamation
in which the successor entity assumes all the obligations of the Issuer with respect to the
Notes.

(2) Notice. Any notice, including any notice declaring Notes due in accordance with
paragraph (1), shall be made in accordance with § 11 (3).

§ 10
FURTHER ISSUES OF NOTES,
PURCHASES AND
CANCELLATION

(1) Further Issues of Notes. The Issuer may from time to time, without the consent of the
Holders, issue further Notes having the same terms as the Notes in all respects (or in all
respects except for the issue date and/or issue price) so as to form a single series with the
Notes.

(2) Purchases. The Issuer and any of its Subsidiaries may at any time purchase Notes in
the open market or otherwise at any price. Notes purchased by the Issuer or the
Subsidiary may, at the option of the Issuer or such Subsidiary, be held, resold or
surrendered to the Fiscal Agent for cancellation.

"Subsidiary" means either:

(i) any company which is then, directly or indirectly, controlled, or at least 50 per cent. of
whose issued equity share capital (or equivalent) is then beneficially owned, by the Issuer
and/or one or more of its Subsidiaries. For a company to be controlled by another means
that the other (whether directly or indirectly and whether by the ownership of share capital,
the possession of voting power, contract or otherwise) has the power to appoint and/or
remove all or the majority of the members of the management board or other governing
body of that company or otherwise controls or has the power to control the affairs and
policies of that company; or

(ii) any company regarded as a subsidiary of the Issuer in accordance with International
Financial Reporting Standards.

(3) Cancellation. All Notes redeemed in full shall be cancelled forthwith and may not be
reissued or resold.

§ 11
NOTICES

(1) Publication. All notices of facts concerning the Notes shall be published on the website
of the Issuer (www.erstegroup.com). Any notice so given will be deemed to have been
validly given on the fifth calendar day following the date of such publication (or, if
published more than once, on the fifth calendar day following the date of the first such
publication). This does not affect any applicable stock exchange law publication

Page 8

requirements. Legally material notices shall be given to the Holders via the respective
institutions which maintain the Holders' security accounts.

(2) Notification to Clearing System. If the publication of notices pursuant to paragraph (1)
is no longer required by law, the Issuer may, in lieu of publication in the media set forth in
paragraph (1), deliver the relevant notices to the Clearing System, for communication by
the Clearing System to the Holders. Any such notice shall be deemed to have been given
to the Holders on the seventh calendar day after the calendar day on which said notice
was given to the Clearing System.

(3) Form of Notice to Be Given by any Holder. Notices regarding the Notes which are to
be given by any Holder to the Issuer shall be validly given if delivered in writing in the
German or English language to the Issuer or the Fiscal Agent (for onward delivery to the
Issuer) and by hand or mail. The Holder shall provide evidence satisfactory to the Issuer
of its holding of the Notes. Such evidence may be (i) in the form of a certification from the
Clearing System or the Custodian with which the Holder maintains a securities account in
respect of the Notes that such Holder is, at the time such notice is given, the Holder of the
relevant Notes, or (ii) in any other appropriate manner. "Custodian" means any bank or
other financial institution of recognised standing authorised to engage in securities
custody business with which the Holder maintains a securities account in respect of the
Notes and includes the Clearing System.

§ 12
MEETING OF HOLDERS,
MODIFICATIONS AND WAIVER

(1) Amendment of the Terms and Conditions. In accordance with subsequent provisions
the Holders may agree with the Issuer on amendments of these Terms and Conditions
with regard to certain matters by resolution with the majority specified below. Majority
resolutions of the Holders shall be binding on all Holders alike. A majority resolution of the
Holders which does not provide for identical conditions for all Holders is void, unless
Holders who are disadvantaged have expressly consented to their being treated
disadvantageously.

(2) The Holders may consent, by majority resolution, to the following measures, among
others:

(a) changes in the due date of the principal amount;

(b) reduction of the principal amount;

(c) subordination of the claims under the Notes during insolvency proceedings of the
Issuer;

(d) conversion or exchange of the Notes into shares, other securities or other promises of
performance;

(e) changes in the currency of the Notes;

(f) waiver or limitation of the Holders' right of termination;

(g) substitution of the Issuer; and

(h) amendments to or cancellation of ancillary conditions of the Notes.

(3) Convening a Meeting of Holders. The Holders' meeting shall be convened by the
Issuer or by the Joint Representative of the Holders. It shall be convened if Holders who
together hold 5 per cent of the outstanding Notes request such convocation in writing for
the purpose of appointing or removing a Joint Representative, passing a resolution in
order to render a termination invalid or for any other particular interest in such
convocation.

(4) Contents of the Convening Notice, Publication. The convening notice shall state the
name and the registered office of the Issuer and the time of the Holders' meeting, the

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agenda and the conditions on which attendance at the Holders' meeting and the exercise
of voting rights shall depend. The convening notice shall be published pursuant to § 11.

(5) Convening Period, Evidence. The Holders' meeting shall be called at least 14 calendar
days before the date of the meeting. As evidence for the entitlement to participate in the
Holders' meeting a special confirmation issued by the Clearing System or the Custodian in
text form shall be presented.

(6) Agenda. The convening party shall include in the agenda a proposed resolution for
each subject on which the Holders' meeting is to pass a resolution. The agenda of the
Holders' meeting shall be published together with the convening notice. No resolutions
may be passed on agenda items that have not been published in the required manner.
Holders who together hold 5 per cent of the outstanding Notes may request that new
items be published for resolution. Such new items must be published no later than the
third calendar day preceding the Holders' meeting. Without undue delay and until the date
of the Holders' meeting, the Issuer shall make available to the Holders on its website
(www.erstegroup.com), any counter-motions announced by a Holder before the meeting.

(7) Quorum. The Chairperson shall prepare a register of Holders participating in the vote.
Such register shall include the Holders' names, their registered offices or places of
residence and the number of voting rights represented by each Holder. Such register shall
be signed by the Chairperson of the meeting and be made available without undue delay
to all Holders. The Holders' meeting shall have a quorum if the persons present represent
at least fifty per cent of the outstanding Notes by value. If the Holders' meeting does not
have a quorum, the Chairperson may convene a second meeting for the purposes of
passing the resolution(s) anew. Such second meeting requires no quorum. For resolutions
which require a qualified majority the persons present must represent at least 25 per cent
of the outstanding Notes. Notes for which voting rights have been suspended shall not be
included in the outstanding Notes.

(8) Majority Requirements. Resolutions relating to material amendments of these Terms
and Conditions, in particular consents to the measures set out in § 12 (2) lit (a) to (i)
above shall be passed by a majority of not less than 75 per cent. (Qualified Majority) of
the votes cast. Resolutions relating to amendments of these Terms and Conditions which
are not material require a simple majority of the votes cast.

(9) Vote without a Meeting. All votes will be taken exclusively by vote taken without a
meeting. The vote shall be conducted by the scrutineer. The scrutineer shall be a notary
appointed by the Issuer, or the Joint Representative of the Holders if it has requested
such vote. The request for voting shall set out the period within which votes may be cast.
Such period shall be at least 72 hours. During the voting period, the Holders may cast
their votes to the scrutineer in text form. The request shall set out in detail the conditions
to be met in order for the votes to be valid. The scrutineer shall ascertain the entitlement
to cast a vote by means of the evidence provided and shall prepare a list of Holders
entitled to vote. If it is ascertained that no quorum exists, the scrutineer may convene a
Holders' meeting, which shall be deemed to be a second Holders' meeting within the
meaning of §12 (7). Any resolution passed by the vote shall be recorded in the minutes by
a notary. Each Holder participating in the vote may request within one year of the end of
the voting period a copy of the minutes and its annexes from the Issuer. Each Holder
participating in the vote may object to the result in writing within two weeks of publication
of the resolutions. The scrutineer shall decide on any such objection. If it takes remedial
action as a result of the objection, it shall publish the result without undue delay. § 12 (13)
shall apply mutatis mutandis. If the scrutineer does not take remedial action as a result of
the objection, it shall notify the objecting Holder without undue delay in writing.

(10) Voting Right. Each Holder shall participate in votes in accordance with the principal
amount of the outstanding Notes held by such Holder. Voting rights are suspended with
respect to the shares attributable to the Issuer or any of its Subsidiaries or held for the
account of the Issuer or any of its Subsidiaries. The Issuer may not make available Notes
for which the voting rights have been suspended to any third party for the purposes of
exercising the voting rights in lieu of the Issuer. This shall also apply to any Subsidiaries of
the Issuer. Exercise of voting rights for the purposes specified above are prohibited. It is

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