Bond RaiffeisenBank 4.5% ( XS1756703275 ) in EUR

RaiffeisenBank

100 % ▲

Austria

XS1756703275 ( in EUR )

4.5% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Raiffeisen XS1756703275 en EUR 4.5%, maturity Perpetual

200 000 EUR

500 000 000 EUR

15/12/2025 ( In 49 days )

Raiffeisen is a large Austrian banking group operating internationally, offering a wide range of financial services including banking, insurance, and asset management.

Raiffeisen issued a perpetual EUR 500,000,000 bond (ISIN: XS1756703275) with a 4.5% coupon rate, a minimum trading size of EUR 200,000, and currently trading at 100%.

Prospectus dated 22 January 2018

Raiffeisen Bank International AG
(Vienna, Republic of Austria)
EUR 500,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2018
with a First Reset Date on 15 June 2025

ISIN XS1756703275, Common Code 175670327, WKN A19U8H
Issue Price: 100 per cent.
Raiffeisen Bank International AG (the "Issuer" or "RBI") will issue on 24 January 2018 (the "Issue Date") EUR 500,000,000 Fixed to Reset Rate
Additional T ier 1 Notes of 2018 with a First Reset Date on 15 June 2025 (the "Notes") in the denomination of EUR 200,000 each.
The Notes will bear distributions on the Current Principal Amount (as defined below) at the rate of 4.50 per cent. per annum (the "First Rate of
Distributions") from and including 24 January 2018 (the "Distribution Commencement Date") to but excluding 15 June 2025 (the "First Reset
Date") and thereafter at the relevant Reset Rate of Distributions from and including each Reset Date to but excluding the next following Reset Date.
"Reset Date" means the First Reset Date and each 5th anniversary thereof for as long as the Notes remain outstanding. The "Reset Rate of
Distributions" for each reset period will be the sum of the Reference Rate and the Margin, such sum converted from an annual basis to a semi-annual
basis in accordance with market convention (both as defined in the terms and conditions of the Notes (the "Terms and Conditions")). Distributions
will be scheduled to be paid semi-annually in arrear on 15 June and 15 December in each year, commencing on 15 June 2018 (first short coupon).
Distribution payments are subject to cancellation, in whole or in part, and, if cancelled, are non-cumulative and distribution payments in following
years will not increase to compensate for any shortfall in distribution payments in any previous year.
"Current Principal Amount" will mean initially EUR 200,000 (the "O riginal Principal Amount") which from time to time, on one or more
occasions, may be reduced upon occurrence of a Trigger Event (as defined in the Terms and Conditions) by a write-down and, subsequent to any such
reduction, may be increased by a write up, if any (up to the Original Principal Amount) subject to limitations and conditions (as defined in the Terms
and Conditions). If the relevant resolution authority exercises write-down and conversion powers, either the principal amount of the Notes will be
(permanently) written down or the Notes will be converted to CET 1 instruments.
The Notes are perpetual and have no scheduled maturity date. The Notes are redeemable by the Issuer at its discretion on the First Reset Date and on
each Distribution Payment Date thereafter or in other limited circumstances and, in each case, subject to limitations and conditions as described in the
T erms and Conditions. The "Redemption Amount" per Note will be the Current Principal Amount per Note.
The Notes, as to form and content, and al rights and obligations of the holders and the Issuer will be governed by the laws of the Federal Republic of
Germany ("Germany"). The status provisions of the Notes will be governed by, and will be construed exclusively in accordance with, the laws of the
Republic of Austria ("Austria").
The Notes will be issued in bearer form and initially be represented by a Temporary Global Note without coupons which will be exchangeable for
Notes represented by a Permanent Global Note without coupons (both as defined in the Terms and Conditions).
This prospectus (the "Prospectus") constitutes a prospectus within the meaning of Article 5(3) of Directive 2003/71/EC of the European Parliament
and of the Council of 4 November 2003 (as amended, inter alia, by Directive 2014/51/EU) (the "Prospectus Directive"). The Issuer will prepare and
make available on the website of the Luxembourg Stock Exchange (www.bourse.lu) an appropriate supplement to this Prospectus if at any time the
Issuer is required to prepare a prospectus supplement pursuant to Article 13 of the Luxembourg Act dated 10 July 2005 relating to prospectuses for
securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended (the "Luxembourg Prospectus Law"). This
Prospectus will be published in electronic form together with all documents incorporated by reference on the website of the L uxembourg Stock
Exchange (www.bourse.lu).
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier, Luxembourg ("CSSF") in its capacity as competent
authority under the Luxembourg Prospectus Law. By approving this Prospectus, the CSSF gives no undertaking as to the economic and financial
opportuneness of the transaction and the quality or solvency of the Issuer in line with the provisions of Article 7 (7) of the Luxembourg Prospectus
Law.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail
investor. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive
2002/92/EC and Directive 2011/61/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended,
"Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID
II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, "PRIIPs") for offering or selling the Notes
or otherwise making them available to retail investors in the European Economic Area ("EEA") has been prepared and therefore offering or selling
the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under PRIIPs.
Further, the Notes are not intended to be sold and should not be sold to retail clients in the EEA, as defined in the rules set out in the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time,
other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are
referred to the section headed "Restrictions on Marketing and Sales to Retail Investors" on pages 4 et seq. of this Prospectus for further
information.
On each Reset Date the Reset Rate of Distributions payable under the Notes is calculated by reference to the annual swap rate for swap transactions
denominated in Euro with a term of five years, which appears on the Reuters Screen Page ICESWAP2 under the heading "EURIBOR BASIS EUR"
and above the caption "11:00 AM FRANKFURT" as of 11.00 a.m. (Frankfurt time) on the relevant Reset Determination Date, and which is provided
by ICE Benchmark Administration (the "Administrator"). As at the date of this Prospectus, the Administrator does not appear on the register of
administrators and benchmarks established and maintained by the European Securities and Markets Authority (" ESMA") pursuant to Article 36 of the
Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR"). As far as the Issuer is aware, the transitional provisions in Article 51 of the BMR
apply, such that ICE Benchmark Administration is not currently required to obtain authorisation or registration.
The annual swap rate for swap transactions denominated in Euro with a term of five years, which appears on the Reuters Screen Page ICESWAP2
under the heading "EURIBOR BASIS EUR" is calculated with reference to the Euro Interbank Offered Rate ("EURIBOR"), which is provided by
the European Money Market Institute ("EMMI"). As at the date of this Prospectus, the EMMI does not appear on the register of administrators and
benchmarks established and maintained by the ESMA pursuant to Article 36 the BMR. As far as the Issuer is aware, the transitional provisions in
Article 51 of the BMR apply, such that the EMMI is not currently required to obtain authorisation or registration.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and subject to
certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U. S. persons.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to the official list of the Luxembourg Stock Exchange
(the "Official List") and to be admitted to trading on the Luxembourg Stock Exchange's regulated market. The regulated market of the Luxembourg
Stock Exchange is a regulated market for the purposes of MiFID II.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risks and
that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition.
Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 17 of this Prospectus.

Joint Lead Managers
Deutsche Bank AG, London Branch
HSBC
Morgan Stanley
Société Générale Corporate &
Raiffeisen Bank International AG
UBS Limited
Investment Banking

2

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Vienna, Austria, accepts responsibility fo r the information contained in this
Prospectus and hereby declares that, having taken all reasonable care to ensure that such is the case, the information
contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything
likely to affect the import of such information.
The Issuer further confirms that: (i) this Prospectus contains all information with respect to the Issuer and its fully
consolidated subsidiaries taken as a whole (the "RBI Group" ) and to the Notes which is material in the context of
the issue and offering of the Notes, including all information which, according to the particular nature of the Issuer
and of the Notes is necessary to enable investors and their investment advisers to make an informed assessment of
the assets and liab ilities, financial position, profits and losses, and prospects of the Issuer and the RBI Group and of
the rights attached to the Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the RBI Group
and the Notes are in every material particular true and accurate and not misleading; (iii) there are no other facts in
relation to the Issuer, the RBI Group or the Notes the omission of which would, in the context of the issue and
offering of the Notes, make any statement in th is Prospectus misleading in any material respect; and (iv) reasonable
enquiries have been made by the Issuer to ascertain such facts and to verify the accuracy of all such information and
statements.
For the avoidance of doubt, all references in this Prospectus relating to periods prior to 18 March 2017 (i) to "RBI"
and the "Issuer" are references to Raiffeisen Bank International A G and (ii) to "RBI Group" are references to
Raiffeisen Bank International A G and its fu lly consolidated subsidiaries taken as a whole and (iii) to "RZB Group"
are references to RZB and its fu lly consolidated subsidiaries (including RBI) taken as a whole, in each case prior to
the merger of Raiffeisen Zentralbank Österreich Aktiengesellschaft (" RZB") into Raiffeisen Bank International A G
in March 2017 (the "Merger 2017") (as further described in "Description of the Issuer").
NOTICE
No person is authorised to give any in formation or to make any representation other than those contained in this
Prospectus and, if given or made, such information or representation must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers (as defined in the section "Subscription and
Sale").
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents
incorporated herein or therein by reference.
This Prospectus contains certain forward -looking statements, including statements using the words "believes",
"anticipates", "intends", "expects" or other similar terms. This applies in particular to statements under the caption
"Description of the Issuer" and statements elsewhere in this Prospectus relating to, among other things, the future
financial performance, p lans and expectations regarding developments in the business of the RBI Group. These
forward-looking statements are subject to a number of risks, uncertainties, assumptions and other factors that may
cause the actual results, including the financial position and profitability of the RBI Group, to be materially d ifferent
fro m o r worse than those expressed or imp lied by these forward-looking statements. The Issuer does not assume any
obligation to update such forward-looking statements and to adapt them to future events or developments.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Prospectus does not constitute
an offer of Notes or an invitation by or on behalf of the Issuer or the Joint Lead Managers to purchase any Notes.
Neither this Prospectus nor any other information supplied in connection with the Notes should be considered as a
recommendation by the Issuer or the Jo int Lead Managers to a recipient hereof and thereof that such recipient
should purchase any Notes.
This Prospectus reflects the status as of its date. The sale and delivery of the Notes and the distribution of this
Prospectus may not be taken as an imp lication that the information contained herein is accurate and complete
subsequent to the date hereof or that there has been no adverse change in the financial condition of the Issuer since
the date hereof.
3

To the extent permitted by the laws of any relevant jurisdiction, neither any Joint Lead Manager nor any of its
respective affiliates nor any other person mentioned in this Prospectus, except for the Issuer, accepts responsibility
for the accuracy and co mpleteness of the information contained in this Prospectus or any document incorporated by
reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons
accept any responsibility for the accuracy and completeness of the information contained in any of these documents.
The Joint Lead Managers have not independently verified any such information and accept no responsibility for the
accuracy thereof.
This Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by anyone in
any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawfu l to make
such offer or solicitation.
The distribution of this Prospectus and the offering, sale and delivery of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Prospectus comes are required to inform themselves about and
to observe any such restrictions. For a description of the restrictions see "Subscription and Sale".
In this Prospectus, all references to "", " EUR" or " Euro" are to the currency introduced at the start of the third
stage of the European Economic and Monetary Un ion, and as defined in Article 2 of Council Regulation
(EC) No 974/98 of 3 May 1998 on the introduction of the Euro, as amended.
IN CONNECTION WITH THE ISS UE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH (OR
PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIO NS
WITH A VIEW TO S UPPORTING THE PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT
WHICH MIGHT OTHERWIS E PREVAIL. HOWEVER, THER E IS NO ASS URANCE THAT DEUTS CHE
BANK AG, LONDON BRANCH (OR PERSONS ACTING ON ITS BEHALF) WILL UNDERTAKE
STABILISATION ACTION. ANY S TABILIS ATION ACTION MAY BEGIN AT ANY TIME AFTER THE
ADEQUATE PUBLIC DISCLOS URE OF THE TERMS OF THE OFFER OF THE NOTES AND, IF
BEGUN, MAY BE ENDED AT ANY TIME, BUT IT MUS T END NO LATER THAN THE EARLIER OF
30 CALENDAR DAYS AFTER THE DATE OF THE RECEIPT OF THE PROCEEDS OF THE ISS UE BY
THE ISS UER AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES.
SUCH S TABILIS ING S HALL BE IN COMPLIANCE WITH ALL LAWS, DIRECTIVES, REGULATIONS
AND RULES OF ANY RELEVANT JURISDICTION.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes issued pursuant to this Prospectus are comp lex financial instruments and are not a suitable or appropriate
investment for all investors. In some ju risdictions, regulatory authorities have adopted or published laws, regulations
or guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect fro m 1 October
2015 (the "PI Instrument"). In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014
on key in formation docu ments for packaged and retail and insurance-based investment products ("PRIIPs") became
directly applicable in all EEA member states and (ii) the Markets in Financial Instruments Directive 2014/65/EU (as
amended) (" MiFID II") was required to be implemented in EEA member states by 3 January 2018. Together the PI
Instrument, PRIIPs and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and the (ii) offering, sale and distribution of packaged retail and insurance-based investment products
and certain contingent write-down or convertible securities such as the Notes.
The Joint Lead Managers are required to comply with some or all of the Regulations. By purchasing, or making or
accepting an offer to purchase any Notes (or a beneficial interest in the Notes) fro m the Issuer and/or the Joint Lead
Managers each prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the
Joint Lead Managers that:
4

1.
it is not a retail client (as defined in MiFID II);
2.
whether or not it is subject to the Regulations it will not:
(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined in MiFID II);
or
(B)
communicate (including the distribution of the Prospectus) or approve an invitation or inducement
to participate in, acquire or underwrite the Notes (or any beneficial interests therein) where that
invitation or inducement is addressed to or disseminated in such a way that it is likely to be
received by a retail client (in each case within the meaning of the MiFID II). In selling or offering
the Notes or making or approving co mmunications relating to the Notes you may not rely on the
limited exemptions set out in the PI Instrument; and
3.
it will at all times comply with all applicab le laws, regulations and regulatory guidance (whether inside or
outside the EEA ) relating to the pro motion, offering, distribution and/or sale of the Notes (or any beneficial
interests therein), including (without limitation) MiFID II and any other such laws, regulations and
regulatory guidance relating to determin ing the appropriateness and/or suitability of an investment in the
Notes (or any beneficial interests therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(i)
the identified target market for the Notes (for the purposes of the product governance obligations in
MiFID II) is eligible counterparties and professional clients; and
(ii)
no key information document (" KID") under PRIIPs has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be
unlawful under PRIIPs.
Where acting as agent on behalf of a d isclosed or undisclosed client when purchasing, or making or accepting an
offer to purchase, any Notes (or any beneficial interests therein) fro m the Issuer and/or the Joint Lead Managers the
foregoing representations, warranties, agreements and undertakings will be g iven by and be binding upon both the
agent and its underlying client.
5

TABLE OF CONTENTS
OVERVIEW OF THE NOTES ............................................................................................................................................ 7
RISK FA CTORS................................................................................................................................................................... 17
USE OF PROCEEDS........................................................................................................................................................... 55
TERMS AND CONDITIONS OF THE NOTES ............................................................................................................ 56
DESCRIPTION OF THE ISSUER .................................................................................................................................... 74
FINA NCIAL INFORMATION AND DOCUMENTS INCORPORATED BY REFERENCE .............................. 92
TAXATION............................................................................................................................................................................ 96
SUBSCRIPTION A ND SA LE ......................................................................................................................................... 102
GENERA L INFORMATION ........................................................................................................................................... 106

6

OVERVIEW OF THE NOTES
The following overview contains basic information about the Notes and does not purport to be complete. It does not
contain all the information that is important for making a decision to invest in the Notes. For a more complete
description of the Notes, please refer to the terms and conditions of the Notes set out in section "Terms and
Conditions of the Notes" of this Prospectus. For more in formation on the Issuer, its business and its financial
condition and results of operations, please refer to the section "Description of the Issuer" of this Prospectus. Terms
used in this overview and not otherwise defined have the meaning given to them in the Terms and Conditions of the
Notes.
Issuer
Raiffeisen Bank International AG
RBI Group / RBI
"RBI Group" means the Issuer and its fully consolidated subsidiaries taken as a
Regulatory Group
whole.
"RBI Regulatory Group" means, fro m time to time, any banking group: (i) to which
the Issuer belongs; and (ii) to which the own funds requirements pursuant to
Parts Two and Three of the CRR on a consolidated basis due to prudential
consolidation in accordance with Part One, Title Two, Chapter Two of the CRR apply.
For the avoidance of doubt, the Federal IPS (as defined in the risk factor "16. RBI is
exposed to risks due to its interconnectedness concerning the Institutional Protection
Scheme") is not such a banking group.
The term RBI Group therefore refers to the scope of consolidation in accordance with
IFRS, wh ile RBI Regulatory Group refers to the scope of prudential conso lidation of
own funds which does not include all entities included in RBI Group.
Securities offered
Additional Tier 1 Notes (the "Notes")
Definitions
References to capitalised terms not defined herein are to those terms as defined in the
Terms and Conditions of the Notes.
Issue Date
24 January 2018
Specified Currency
EUR
Issue Size
EUR 500,000,000
Denomination
EUR 200,000 per Note (the "Specified Denomination" or the "Original Principal
Amount")
Issue Price
100 per cent.
Form
Bearer Notes in Classical Global Note form
Custody
Euroclear and Clearstream Luxembourg
Current Principal Amount
Means initially the Original Principal A mount, which fro m time to time, on one or
per Note
more occasions, may be reduced by a Write-Down and, subsequent to any such
reduction, may be increased by a Write-Up, if any (up to the Original Principal
Amount).
7

Status in the insolvency or
The Notes constitute direct, unsecured and subordinated obligations of the Issuer and
liquidation of the Issuer /
constitute AT 1 Instruments.
No Petition
In the insolvency or liquidation of the Issuer, the obligations of the Issuer under the
Notes will rank:
(a)
junior to all present or future: (i) unsubordinated instruments or obligations
of the Issuer; (ii)(x) any Tier 2 Instruments; and (y) all other instruments or
obligations of the Issuer ranking or expressed to rank subordinated to the
unsubordinated obligations of the Issuer (other than instruments or
obligations ranking or exp ressed to rank pari passu with or subordinated to
the Notes);
(b)
pari passu: (i) among themselves; and (ii) with all other present or future
(x) AT 1 Instruments; and (y) instruments or obligations ranking or exp ressed
to rank pari passu with the Notes including the Existing Hybrid Instruments
(other than Existing Hybrid Instruments ranking or exp ressed to rank senior
to the Notes); and
(c)
senior to all present or future: (i) ordinary shares of the Issuer and any other
CET 1 Instruments; and (ii) all other subordinated instruments or obligations
of the Issuer ranking or expressed to rank: (x) subordinated to the obligations
of the Issuer under the Notes; or (y) pari passu with the ord inary shares of
the Issuer and any other CET 1 Instruments.
For the avoidance of doubt, the holders of Notes (the "Holders") will neither
participate in any reserves of the Issuer nor in liqu idation profits
(Liquidationsgewinn) within the meaning of § 8(3)(1) of the Austrian Corporate
Income Tax Act 1988 (Körperschaftsteuergesetz 1988) in the event of the Issuer's
liquidation.
The rights of the Ho lders of the Notes to payment of principal on the Notes are at any
time limited to a claim for the prevailing Current Principal Amount.

The Holders will be entitled to payments, if any, under the Notes only once any
negative equity (negatives Eigenkapital) within the mean ing of § 225(1) of the
Austrian Enterprise Code (Unternehmensgesetzbuch UGB) has been removed
(beseitigt) or if, in the event of the liquidation of the Issuer, all other creditors (other
than creditors the claims of wh ich ran k or are exp ressed to rank pari passu with or
junior to the Notes) of the Issuer have been satisfied first.
No insolvency proceedings against the Issuer are required to be opened in relation to
the obligations of the Issuer under the Notes. The Notes do not contribute to a
determination that the liabilities of the Issuer exceed its assets; therefore the
obligations of the Issuer under the Notes, if any, will not contribute to the
determination of over-indebtedness (Überschuldung) in accordance with § 67(3) of
the Austrian Insolvency Code (Insolvenzordnung IO).
Bail-in
If the relevant resolution authority exercises write -down and conversion powers,
either the principal amount of the Notes will be (permanently) written down or the
Notes will be converted to CET 1 instruments. Please see the section "Risk Factors"
for further information.
No security, no guarantee
The Notes are neither secured nor subject to a guarantee that enhances the seniority of
the claims under the Notes.
8

No arrangement that
The Notes are not subject to any arrangement, contractual or otherwise, that enhances
enhances the seniority of
the seniority of the claim under the Notes in insolvency or liquidation.
the claim under the Note
No set-off
Claims of the Issuer are not permitted to be set-off or netted against payment
obligations of the Issuer under the Notes . No contractual collateral may be p rovided
by the Issuer or any third person for the liabilities constituted by the Notes.
Distributions
Each Note will bear distributions at a fixed rate of 4.50 per cent. per annum scheduled
to be paid semi-annually in arrear on 15 June and 15 December each year (the
"Distribution Payment Dates") fro m and including the Issue Date to but excluding
15 June 2025 (the "First Reset Date").
Thereafter, reset on each Reset Date based on the sum of the prevailing annual swap
rate for swap transactions in the Specified Currency with a term of 5 years plus 387.7
bps, such sum converted fro m an annual basis to a semi-annual basis in accordance
with market convention, scheduled to be paid semi-annually in arrear on each
Distribution Payment Date.
"Reset Date" means the First Reset Date and each 5th anniversary thereof for as long
as the Notes remain outstanding.
Cancellation of
The Issuer, at its full discretion, may, at all times cancel, in who le or in part, any
Distributions
payment of d istributions on the Notes scheduled to be paid on any Distribution
Payment Date for an unlimited period and on a non-cumu lative basis. The Issuer may
use such cancelled payments without restrictions to meet its obligations as they fall
due. If the Issuer makes use of such right, it shall give notice to the Holders without
undue delay and in any event no later than on the Distribution Payment Date.
Without prejudice to such full discretion of the Issuer, any payment of d istributions on
the Notes scheduled to be paid on any Distribution Pay ment Date shall be cancelled
mandatorily and automatically, in whole or in part, if and to the extent:
(i)
the amount of such distribution payment scheduled to be paid together with
any Additional Amounts thereon and any payments of interest, dividends or
distributions made or scheduled to be made by the Issuer on all other Tier 1
Instruments in the relevant financial year of the Issuer would exceed the
amount of the available Distributable Items, provided that, for such purpose,
the available Distributable Items shall be increased by an amount equal to
what has been accounted for as expenses for payments of interest, dividends
or distributions on Tier 1 Instruments (including pay ments of distributions
together with any Additional A mounts thereon on the Notes) in the
calculation of the profit (Gewinn) on which the available Distributable Items
are based; or
(ii)
the Co mpetent Authority orders the relevant distribution payment scheduled
to be paid to be cancelled in whole or in part; or
(iii)
the amount of such distribution payment scheduled to be paid, together with
other distributions of the kind referred to in § 24(2) BW G (imp lementing
Article 141(2) CRD IV in Austria) in aggregate would cause the Maximu m
Distributable A mount (if any) then applicable to the Issuer and/or the RBI
Regulatory Group to be exceeded.
If any payment of distributions on the Notes scheduled to be paid on any Distribution
Payment Date is so mandatorily and automatically cancelled, the Issuer shall give
notice to the Holders thereof without undue delay. Any failure to give such notice
shall not affect the validity of the cancellation and shall not cons titute a default for
9

any purpose.
If a Write-Down occurs during any Distribution Period, unpaid distributions accrued
on the Current Principal A mount to but excluding the Effective Date will be cancelled
mandatorily and automatically in full.
No restrictions on the
Any distribution payment so cancelled will be non-cumulative and will be cancelled
Issuer following any
permanently and no pay ments will be made nor will any Holder be entitled to receive
cancellation of
any payment or indemnity in respect thereof. Any such cancellation of distributions
distributions
will not constitute an event of default of the Issuer and will not impose any
restrictions on the Issuer.
Write-Down
If a Trigger Event has occurred the Issuer will:
(i)
immed iately inform the Co mpetent Authority that the Trigger Event has
occurred;
(ii)
determine the Write-Down A mount as soon as possible, but in any case
within a maximu m period of one month following the determination that a
Trigger Event has occurred;
(iii)
without undue delay inform the Principal Paying Agent and the Holders that
a Trigger Event has occurred by publishing a notice (such notice a " Write-
Down Notice") which will specify the Write -Down A mount as well as the
new/reduced Current Principal A mount of each Note and the Effective Date,
provided that any failure to provide such Write-Down Notice shall not affect
the effectiveness of, or otherwise invalidate any Write -Down or give Holders
any rights as a result of such failure; and
(iv)
(without the need for the consent of Holders) reduce the then prevailing
Current Principal A mount of each Note by the relevant Write -Down A mount
(such reduction being referred to as a "Write-Down", and "Written Down"
shall be construed accordingly) without undue delay, but not later than within
one month, with effect as from the Effective Date.
For the avoidance of doubt, a Trigger Event may be determined at any time and may
occur on more than one occasion, each Note may be subject to a Write-Down on more
than one occasion and the Cu rrent Principal A mount of a Note may never be reduced
to below EUR 0.01.
The aggregate reduction of the aggregate Current Principal A mount of all Notes
outstanding on the Effective Date will, subject as provided below, be equal to the
lower of:
(i)
the amount necessary to generate sufficient Co mmon Equity Tier 1 capital
pursuant to Article 50 CRR that would restore the Group CET 1 Capital Ratio
and the Issuer CET 1 Capital Ratio to the Trigger Level at the point of such
reduction, after taking into account (subject as provided below) the pro rata
write-down and/or conversion of the prevailing principal amount of all Loss
Absorbing Instruments (if any) to be written down and/or converted
concurrently (or substantially concurrently) with the Notes, provided that,
with respect to each Loss Absorbing Instrument (if any), such pro rata write-
down and/or conversion shall only be taken into account to the extent
required to restore the Group CET 1 Capital Ratio and the Issuer CET 1
Capital Ratio contemplated above to the lower of (x) such Loss Absorbing
Instrument's trigger level; and (y) the Trigger Level and, in each case, in
accordance with the terms of the relevant Loss Absorbing Instruments and
10