Bond Erste Bank 3.3% ( AT000B120464 ) in CZK

Issuer Erste Bank
Market price 100 %  ⇌ 
Country  Austria
ISIN code  AT000B120464 ( in CZK )
Interest rate 3.3% per year ( payment 2 times a year)
Maturity 06/02/2024 - Bond has expired



Prospectus brochure of the bond Erste Group AT000B120464 in CZK 3.3%, expired


Minimal amount 10 000 CZK
Total amount 2 910 000 000 CZK
Detailed description 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.

The Bond issued by Erste Bank ( Austria ) , in CZK, with the ISIN code AT000B120464, pays a coupon of 3.3% per year.
The coupons are paid 2 times per year and the Bond maturity is 06/02/2024







05.02.2014
Final Terms5
Erste Group Fix-To-Float Subordinated Bond 2014-2024 (the Notes)
issued pursuant to the
30,000,000,000 Debt Issuance Programme
of
Erste Group Bank AG
Initial Issue Price: 100.00 per cent.
Issue Date: 07.02.20146
Series No.: 1267
Tranche No.: 1
____________________________________
5
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and Notes which commence with a fixed interest rate wich is superseded by either a floating interest rate or another fixed interest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".
6
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.


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
supplements to the Prospectus dated 12.08.2013 and 18.12.2013. 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.
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PART A. - TERMS AND CONDITIONS
The Conditions applicable to the Notes (the "Conditions") are set out below.
§ 1
CURRENCY, DENOMINATION, FORM,
CERTAIN DEFINITIONS
(1) Currency, Denomination. This tranche (the "Tranche") of Subordinated notes (the "Notes") is being
issued by Erste Group Bank AG (the "Issuer") in Czech Koruna (CZK) (the "Specified Currency") in the
aggregate principal amount of up to CZK 3,000,000,000 (in words: three 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 claim for interest payments under the Notes is
represented by the Permanent Global Note. 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. The Notes shall be kept in custody by a common depositary on behalf of both
ICSDs.
(5) 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.
(6) 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, unsecured and subordinated obligations of the Issuer and rank pari passu
among themselves and in relation to all other subordinated obligations of the Issuer other than subordinated
obligations which are expressed to rank junior to the Notes. In the event of the liquidation or insolvency of
the Issuer, the payment obligations of the Issuer under the Notes will rank in right of payment after
unsubordinated creditors of the Issuer but at least pari passu with all other subordinated obligations of the
Issuer which are not expressed by their terms to rank junior to the Notes and in priority to the claims of
shareholders of the Issuer.
Subordinated Notes constitute subordinated capital pursuant to sec 23 para 8 of the Austrian Banking Act
(Bankwesengesetz - "BWG") and Tier 2 Capital (as defined in § 5 (3)) pursuant to Art 63 of the CRR (as
defined in § 5 (3)) ("Subordinated Capital") and have a minimum maturity of five years.
Where the Issuer or the Holders of subordinated notes constituting Subordinated Capital are granted a
redemption right, a redemption shall only be permissible after the expiry of a notice period of five years and
under the conditions set out in § 5. In addition, the Issuer may redeem subordinated Notes constituting
Subordinated Capital after the expiry of five years without notice period pursuant to and in accordance with §
5.
Claims of the Issuer are not permitted to be offset against repayment obligations of the Issuer under these
Notes and no contractual collateral may be provided by the Issuer or a third person for the liabilities
constituted by subordinated Notes constituting Subordinated Capital. No subsequent agreement may limit
the subordination pursuant to this § 2 or amend the maturity of subordinated Notes constituting
Subordinated Capital.
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§ 3
INTEREST
(1) Fixed Interest.
(a) Fixed Rate of Interest and Fixed Interest Payment Dates. The Notes shall bear interest on their
outstanding aggregate principal amount at the rate of 4.00 per cent. per annum (the "First Rate of
Interest") from, and including, 07.02.2014 (the "Interest Commencement Date ") to, but excluding,
07.02.2016 ((the "Interest Rate Change Date" ) (the "First Period "). Interest shall be payable semi-
annually in arrear on 07.08. and 07.02. in each year (each such date, a "Fixed Interest Payment
Date"), commencing on 07.08.2014 and ending on 07.02.2016. Fixed Interest Payment Dates are
subject to adjustment in accordance with the provisions set out in § 4 (3)).
(b) Calculation of Amount of Interest. If the amount of interest payable under the Notes is required to be
calculated for any period of time of less or more than a full year in the First Period such amount of
interest shall be calculated by applying the First Rate of Interest to the Specified Denomination,
multiplying such sum by the applicable Fixed Day Count Fraction (as defined below), and rounding the
resultant figure to the nearest sub-unit of the Specified Currency, half of such sub-unit being rounded
upwards or otherwise in accordance with the applicable market convention.
(c) Fixed Day Count Fraction. "Fixed Day Count Fraction " means, in respect of the calculation of an
amount of interest on any Note for any period of time (the "Calculation Period"):
the actual number of calendar days in the Calculation Period divided by 360.
(2) Variable Interest.
(a) Variable Interest Payment Dates.
The Notes shall bear interest on their outstanding aggregate principal amount at the Varibale Rate of
Interest (as defined below) from, and including, the Interest Rate Change Date to, but excluding, the
Maturity Date (as defined in § 5 (1)) (the "Second Period"). In the Second Period interest on the Notes
shall be payable in arrear on each Variable Interest Payment Date. "Variable Interest Payment Date"
means each 07.08. and 07.02., commencing on 07.08.2016.
Variable Interest Payment Dates are subject to adjustment in accordance with the provisions set out in
§ 4 (3).
(b) Variable Rate of Interest. The variable rate of interest (the "Variable Rate of Interest ") for each
Variable Interest Period (as defined below) shall be the 6-months-CZK-PRIBOR per annum (the
"Reference Interest Rate ") . Such Reference Interest Rate shall be the offered rate (expressed as a
percentage rate per annum) for deposits in the Specified Currency with a term, which corresponds with
the term of the Reference Interest Rate, which appears on the Screen Page (as defined below) as of
11:00 a.m. (Prague time) on the Determination Day (as defined below), all as determined by the
Calculation Agent (as specified in § 6 (1)).
"'Variable Interest Period" means each period from, and including, the Interest Rate Change Date to,
but excluding, the first Variable Interest Payment Date and from, and including, each Variable Interest
Payment Date to, but excluding, the following Variable Interest Payment Date.
"Determination Day " means the second Business Day prior to the commencement of the relevant
Variable Interest Period. For the purposes of this § 3 (2) only, "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.
"Screen Page " means Reuters PRBO or the successor page displayed by the same information
provider or any other information provider nominated by the Calculation Agent as the replacement
information provider for the purposes of displaying the Reference Interest Rate.
If the Screen Page is unavailable or if the Reference Interest Rate does not appear on the Screen
Page as at such time on the relevant Determination Day, the Calculation Agent shall request each of
the Reference Banks (as defined below) to provide the Calculation Agent with its rate (expressed as a
percentage rate per annum) at which it offers deposits in the Specified Currency with a term, which
corresponds with the term of the Reference Interest Rate, at approximately 11:00 a.m. (Prague time)
on the Determination Day.
If two or more of the Reference Banks provide the Calculation Agent with such rates, the Reference
Interest Rate for such Variable Interest Period shall be deemed to be the arithmetic mean (rounded if
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necessary to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded
upwards) of such rates, all as determined by the Calculation Agent.
If the Reference Interest Rate cannot be determined in accordance with the foregoing provisions of this
paragraph, the Reference Interest Rate for the relevant Variable Interest Period shall be deemed to be
the rate determined by the Calculation Agent in its reasonable discretion; the Calculation Agent shall
take general market practice into account when determining such rate.
"Reference Banks" means four major banks in the Prague interbank market .
(c) Minimum and Maximum Rate of Interest.
If the Variable Rate of Interest in respect of any Variable Interest Period determined in accordance with
the above provisions is less than 3.30 per cent. per annum, the Variable Rate of Interest for such
Varibale Interest Period shall be 3.30 per cent. per annum.
If the Variable Rate of Interest in respect of any Variable Interest Period determined in accordance with
the above provisions is greater than 6.00 per cent. per annum, the Variable Rate of Interest for such
Variable Interest Period shall be 6.00 per cent. per annum.
(c) Calculation of Variable Amount of Interest. The Calculation Agent will calculate the amount of interest
payable under the Notes in respect of the Specified Denomination for the relevant Variable Interest
Period (the "Variable Amount of Interest "). The Variable Amount of Interest shall be calculated by
applying the Variable Rate of Interest to the Specified Denomination, multiplying such sum by the
applicable Variable Day Count Fraction (as defined below) and rounding the resulting figure to the
nearest sub-unit of the relevant Specified Currency, with half of such sub-unit being rounded upwards
or otherwise in accordance with applicable market convention.
(d) Notification of Variable Rate of Interest and Amount of Interest. The Calculation Agent will cause the
Variable Interest Period, the Variable Rate of Interest, the Variable Amount of Interest and the Variable
Interest Payment Date for the relevant Variable Interest Period to be notified to the Issuer, any stock
exchange on which the Notes are from time to time listed (if required by the rules of such stock
exchange) and to the Holders in accordance with § 11 as soon as possible after their determination.
Each Variable Amount of Interest and Variable Interest Payment Date so notified may subsequently be
amended (or appropriate alternative arrangements made by way of adjustment) without notice in the
event of an extension or shortening of the Variable Interest Period. Any such amendment will be
promptly notified to any stock exchange on which the Notes are from time to time listed and to the
Holders in accordance with § 11.
(e) Determinations Binding. All certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this
§ 3 by the Calculation Agent shall (in the absence of wilful default, bad faith or manifest error) be
binding on the Issuer, the Fiscal Agent, the Paying Agents and the Holders and, in the absence of the
aforesaid, no liability to the Issuer, the Fiscal Agent, the Paying Agents or the Holders shall attach to
the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and
discretions pursuant to such provisions.
(f) Variable Day Count Fraction. "Variable Day Count Fraction " means, in respect of the calculation of
an amount of interest on any Note for any period of time (the "Variable Calculation Period"):
the actual number of calendar days in the Variable Calculation Period divided by 360.
(3) Default Interest. The Notes shall cease to bear interest from the expiry of the calendar day preceding
the due date for redemption. 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 rate of interest specified in §
3 (2). This does not affect any additional rights that might be available to the Holders.
§ 4
PAYMENTS
(1) (a) Payment of Principal. Payment of principal 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.
(b) Payment of Interest. Payment of interest 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
- 5 -


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 further 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) Fixed Payment Business Day. If the due date for any payment in respect of the Notes which falls prior to
or on the Interest Rate Change Date would otherwise fall on a calendar day which is not a Fixed Payment
Business Day (as defined below), the due date for such payment shall be: postponed to the next calendar
day which is a Fixed Payment Business Day unless the due date for such payment would thereby fall into
the next calendar month, in which event the due date for such payment shall be the immediately preceding
calendar day which is a Fixed Payment Business Day.
"Fixed 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 (6)).
If any Fixed Interest Payment Date is brought forward or postponed (as described above), the amount of
interest shall be adjusted accordingly.
(4) Variable Payment Business Day. If the due date for any payment in respect of the Notes which falls after
the Interest Rate Change Date would otherwise fall on a calendar day which is not a Variable Payment
Business Day (as defined below), the due date for such payment shall be: postponed to the next calendar
day which is a Variable Payment Business Day unless the due date for such payment would thereby fall into
the next calendar month, in which event the due date for such payment shall be the immediately preceding
calendar day which is a Variable Payment Business Day.
"Variable 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 (6)).
If a Variable Interest Payment Date is brought forward or postponed (as described above), the amount of
interest shall be adjusted accordingly.
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 and Interest. 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); sand any premium
and any other amounts (other than interest) which may be payable under or in respect of the Notes.
References in these Terms and Conditions to "interest" in respect of the Notes shall be deemed to include,
as applicable, any Additional Amounts (as defined in § 7 (1)) which may be payable under § 7 (1).
§ 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 07.02.2024 (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 100.00 per cent.
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(2) Early Redemption for Reasons of Taxation. The Notes may be redeemed at the option of the Issuer in
whole, but not in part, prior to the Interest Rate Change Date, at any time, and after the Interest Rate
Change Date, on any Variable Interest Payment Date on giving not less than 30 Business Days' 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 on the next succeeding Fixed Interest Payment Date or
Variable Interest Payment Date, if on the next succeeding Interest Payment Date, 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.
To the extent required by the Relevant Rules (as defined in § 5 (3)), as applicable at the time, Early
Redemption for Reasons of Taxation is only permissible to the extent that the Issuer has available to it an
amount of capital of the same amount and of at least equal quality corresponding to the Notes to be
redeemed.
The provisions of this § 5 (2) shall only apply to the extent that the inclusion of this § 5 (2) as a term of the
Notes shall not result in the Notes being excluded from Tier 2 Capital (as defined in § 5 (3)) for the purposes
of the Relevant Rules.
Note: Currently the Relevant Rules oblige the Issuer to demonstrate to the satisfaction of the Competent
Authority (as defined in § 5 (3)) that (among other things) the event relevant for early redemption was not
foreseeable.
Notes redeemed pursuant to this § 5 (2) will be redeemed at their Early Redemption Amount (as defined
below) together with interest, if any, accrued to, but excluding, the date of redemption.
(3) Early Redemption for Regulatory Reasons. The Notes may be redeemed at the option of the Issuer in
whole, but not in part, prior to the Interest Rate Change Date, at any time, and after the Interest Rate
Change Date, on any Variable Interest Payment Date 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 a Capital Disqualification Event has occurred, provided that (i) only to the
extent required by the Relevant Rules, as applicable at the time, the Issuer has available to it a
corresponding amount of capital of the same amount and of at least equal capital quality as applicable and
(ii) that such notice is given no later than 90 calendar days following the occurrence of such Capital
Disqualification Event.
"CRD IV" means the Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013
on access to the activity of credit institutions and the prudential supervision of credit institutions and
investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC.
"CRR" means the Regulation (EU) No 575/2013 of the European Parliamant and of the Council of 26 June
2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU)
No 646/2012.
"Capital Disqualification Event" means:
(i) as a result of any amendment to or change in the Austrian Banking Act (Bankwesengesetz) that was not
reasonably foreseeable by the Issuer on the issue date, the outstanding principal amount of the Notes is
excluded from inclusion in own funds of the Issuer, provided that such exclusion is not a result of any
applicable limits on the amount of own funds, or
(ii) following the implementation in Austria of CRD IV or adoption of CRR, the outstanding principal amount
of the Notes is excluded from inclusion in the Tier 2 Capital of the Issuer, provided that such exclusion is not
the result of any applicable limits on the amount of Tier 2 Capital.
"Relevant Rules " mean, at any time, the laws, regulations, rules and requirements relating to capital
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adequacy then in effect and applicable to the Issuer and as amended from time to time including through
the implementation of CRD IV and/or entry into force of CRR.
"Tier 2 Capital " has the meaning given to it in the Relevant Rules, as applicable to the Issuer from time to
time (and means Tier 2 instruments according to CRR).
Note: Currently the Relevant Rules oblige the Issuer to demonstrate to the satisfaction of the Competent
Authority that (among other things) the event relevant for the capital disqualification was not foreseeable.
"Competent Authority " means the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde) or
any successor entity or such other governmental authority which has responsibility for bank supervision for
capital adequacy purposes of the Issuer.
Notes redeemed pursuant to this § 5 (3) will be redeemed at their Early Redemption Amount (as defined
below) together with interest, if any, accrued to, but excluding, the date of redemption.
(4) Precondition for Early Redemption. No early redemption shall be possible unless the Issuer has received
prior approval from the Competent Authority to the extent required by the Relevant Rules, as applicable at
the time of redemption.
(5) Early Redemption Amount. For purposes of this § 5, the Early Redemption Amount of a Note shall be its
Final Redemption Amount.
§ 6
FISCAL AGENT
AND PAYING AGENT
(1) Appointment; Specified Offices. The initial Fiscal Agent, the initial Principal Paying Agent and the initial
Calculation 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.
Calculation Agent:
Erste Group Bank AG
Graben 21
1010 Vienna
Austria
The Fiscal Agent, the Paying Agent(s) and the Calculation Agent 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, any Paying Agent or the Calculation Agent and to appoint another
Fiscal Agent, additional or other Paying Agents or another Calculation Agent. The Issuer shall at all times
maintain (i) a Fiscal Agent and (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 and (iii) a Calculation Agent. 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
26-27 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, the Paying Agents and the Calculation Agent 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)
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be binding on the Issuer, the Paying Agents, the Calculation Agent 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 of principal and interest by or on behalf of the Issuer in respect of the
Notes 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 (in the case of principal) and three years (in the case of interest) upon the relevant
due date.
§ 9
NON-PAYMENT AND INSOLVENCY
(1) Non-payment and Insolvency. Each Holder shall be entitled in any event contemplated in sub-
paragraphs (a) and (b) (other than in case of insolvency (bankruptcy) proceedings are commenced against
assets of the Issuer), upon sending a written notice to the Issuer, to inform the Austrian Financial Markets
Authority (or any other authority competent for such matters in the future) of the occurrence of such event
and propose that the Austrian Financial Markets Authority (or any other authority competent for such
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matters in the future) applies to the competent court in Vienna for the commencement of bankruptcy
proceedings against the assets of the Issuer:
(a) default is made on the payment of interest or principal in respect of the Notes for a period of 15
calendar days (in the case of interest) or seven calendar days (in the case of principal) from (and
including) the relevant due date; or
(b) special receivership proceedings (Geschäftsaufsichtsverfahren) pursuant to the Austrian Banking Act
(Bankwesengesetz) (or any other regulation applicable in the future) are commenced against the
Issuer, or 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 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) Each Holder shall be entitled, if bankruptcy proceedings are commenced against assets of the Issuer, to
file an application in such court demanding payment of all principal amounts due under the Notes together
with accrued interest and any Additional Amount.
§ 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, issue price, Interest Commencement Date and/or first Interest Payment Date) 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. No purchase shall be
possible unless all applicable regulatory restrictions are observed, particularly the prior receipt by the Issuer
of the approval from the Competent Authority to the extent required by the Relevant Rules, as applicable at
the time of purchase and § 23 (16) of the Austrian Banking Act (Bankwesengesetz), to the extent
mandatorily applicable.
"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
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