Bond RaiffeisenBank 6% ( XS2207857421 ) in EUR

RaiffeisenBank

100 % ⇌

Austria

XS2207857421 ( in EUR )

6% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Raiffeisen XS2207857421 en EUR 6%, maturity Perpetual

200 000 EUR

500 000 000 EUR

15/12/2025 ( In 50 days )

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

The Bond issued by RaiffeisenBank ( Austria ) , in EUR, with the ISIN code XS2207857421, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

Prospectus dated 27 July 2020

Raiffeisen Bank International AG
(Vienna, Republic of Austria)
EUR 500,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2020
with a First Reset Date on 15 December 2026
ISIN XS2207857421, Common Code 220785742, WKN A280C0
Issue price: 100.00 per cent.
Raiffeisen Bank International AG (the "Issuer" or "RBI") will issue on 29 July 2020 (the "Issue Date") EUR 500,000,000 Fixed to
Reset Rate Additional Tier 1 Notes of 2020 with a First Reset Date on 15 December 2026 (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 6.00 per cent. per annum (the "First
Rate of Distributions") from and including 29 July 2020 (the "Distribution Commencement Date") to but excluding 15 December
2026 (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 December and 15 June in each year, commencing on 15 December 2020 (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 "Original 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).
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 Terms and Conditions. The "Redemption Amount" per Note will be the Current Principal Amount
per Note.
The Notes, as to form and content, and all 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 6.3 of Regulation (EU) No 2017/1129 (as
amended, the "Prospectus Regulation"). This Prospectus, together with all documents incorporated by reference, will be published in
electronic form on the website of the Luxembourg 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 Prospectus Regulation. The CSSF only approves this Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should neither be considered
as an endorsement of the Issuer that is subject of this Prospectus nor of the quality of the securities that are the subject of this Prospectus.
The CSSF gives no undertaking as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer.
Investors should make their own assessment as to the suitability of investing in the Notes.

This Prospectus will be valid until 27 July 2021 and may in this period be used for admission of the Notes to trading on a regulated
market. In case of a significant new factor, material mistake or material inaccuracy relating to the information included in this
Prospectus which may affect the assessment of the Notes, the Issuer will prepare and publish a supplement to the Prospectus without
undue delay in accordance with Article 23 of the Prospectus Regulation. The obligation of the Issuer to supplement this Prospectus
will cease to apply once the Notes have been admitted to trading on a regulated market and at the latest upon expiry of the validity
period of this Prospectus.
Application has been made to the Luxembourg Stock Exchange for the Notes to be listed on 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 Directive 2014/65/EU (as amended, "MiFID II").
This Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer
or solicitation is unlawful.
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.
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 in the European Economic Area ("EEA") or the United Kingdom ("UK"). 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 MiFID II; or (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution 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, the "PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the EEA or the UK has been prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.
Further, the Notes are not intended to be sold and should not be sold to retail clients in the EEA or the UK, 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 page 3 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 ("IBA"). As of the date of this Prospectus, IBA appears
on the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 (as amended, the "BMR").
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 of the date of this Prospectus, EMMI
appears on the register of administrators and benchmarks established and maintained by the ESMA pursuant to Article 36 of the BMR.
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 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 7 of this Prospectus.

Joint Lead Managers and Joint Structuring Advisors
Raiffeisen Bank International AG
UBS Investment Bank
Joint Lead Managers
Barclays
Goldman Sachs International
J.P. Morgan

RESPONSIBILITY STATEMENT
The Issuer with its registered office in Vienna, Austria, accepts responsibility for 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 subsidiaries
(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 liabilities, financial position, profits and losses, and prospects of the Issuer and the Group
and of the rights attached to the Notes; (ii) the statements contained in this Prospectus relating to the Issuer, the 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 Group or the Notes the omission of which would, in the context of the issue and offering of the Notes,
make any statement in this 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.
NOTICE
No person is authorised to give any information 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 of the Notes").
This Prospectus should be read and understood in conjunction with any supplement hereto and with any documents
incorporated herein or therein by reference.
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 Joint 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 offering, sale and delivery of the Notes and the distribution of this
Prospectus may not be taken as an implication 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.
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 completeness 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 unlawful 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 of the Notes Selling Restrictions".
2

For the avoidance of doubt the content of any website referred to in this Prospectus does not form part of this Prospectus
and the information on such websites has not been scrutinised or approved by the CSSF as competent authority under the
Prospectus Regulation.
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 Union, and as defined in Article 2 of Council Regulation (EC) No 974/98, as
amended.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes issued pursuant to this Prospectus are complex financial instruments and are not a suitable or appropriate
investment for all investors. In some jurisdictions, 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 from 1 October
2015 (the "PI Instrument"). In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 286/2014
("PRIIPs Regulation") became directly applicable in all member states of the EEA and the United Kingdom and
(ii) Directive 2014/65/EU (as amended, "MiFID II") was required to be implemented in EEA member states and the
United Kingdom by 3 January 2018. Together the PI Instrument, PRIIPs Regulation 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 Issuer and 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) from 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:
(1) it is not a retail investor;
(2) whether or not it is subject to the Regulations:
(A) it will not sell or offer the Notes (or any beneficial interest therein) to retail investors; or
(B) it will not communicate (including the distribution of this 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 investor (in each case within the meaning of MiFID II). In selling or offering the Notes or
making or approving communications relating to the Notes it may not rely on the limited exemptions set
out in the PI Instrument;
(C) if it is a person in Hong Kong, it is a "professional investor" as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO; and
(3) it will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or
outside the EEA or the UK) relating to the promotion, 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 determining the appropriateness and/or suitability of an investment in the
Notes (or any beneficial interests therein) by investors in any relevant jurisdiction.
For the purposes of this provision: the expression "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 MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97
("Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4 (1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation.
3

MIFID II PRODUCT GOVERNANCE / TARGET MARKET: PROFESSIONAL INVESTORS AND ECPS
ONLY
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the
Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients
only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject
to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
NOTICE TO PROSPECTIVE INVESTORS IN SINGAPORE
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures
Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined
in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018).
For a further description of certain restrictions on offerings and sales of the Notes see "Subscription and Sale Selling
Restrictions".
BENCHMARK REGULATION: STATEMENT ON REGISTRATION OF BENCHMARK ADMINISTRATOR
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
("IBA"). As of the date of this Prospectus, IBA appears on the register of administrators and benchmarks established and
maintained by the ESMA pursuant to Article 36 of the BMR.
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 EURIBOR,
which is provided by the European Money Market Institute ("EMMI"). As of the date of this Prospectus, EMMI appears
on the register of administrators and benchmarks established and maintained by the ESMA pursuant to Article 36 of the
BMR.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE NOTES, UBS EUROPE SE (THE "STABILISING
MANAGER") (OR ANY PERSON ACTING ON BEHALF OF ANY STABILISING MANAGER) MAY OVER-
ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER,
STABILISATION MAY NOT NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF
THE NOTES IS MADE AND, IF BEGUN, MAY CEASE AT ANY TIME, BUT IT MUST END NO LATER THAN
THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS AFTER THE DATE
OF THE ALLOTMENT OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST
BE CONDUCTED BY THE STABILISING MANAGER (OR ANY PERSON ACTING ON BEHALF OF THE
STABILISING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
4

ALTERNATIVE PERFORMANCE MEASURES
Certain terms and financial measures presented in the documents incorporated by reference are not recognised financial
measures under International Financial Reporting Standards as adopted by the European Union ("IFRS") ("Alternative
Performance Measures") and may therefore not be considered as an alternative to the financial measures defined in the
accounting standards in accordance with generally accepted accounting principles. The Issuer has provided these
Alternative Performance Measures because it believes they provide investors with additional information to assess the
operating performance and financial standing of RBI Group's business activities. The definition of the Alternative
Performance Measures may vary from the definition of identically named alternative performance measures used by other
companies. The Alternative Performance Measures for RBI Group presented by the Issuer should not be considered as an
alternative to measures of operating performance or financial standing derived in accordance with IFRS. These
Alternative Performance Measures have limitations as analytical tools and should not be considered in isolation or as
substitutes for the analysis of the consolidated results or liabilities as reported under IFRS.
FORWARD-LOOKING STATEMENTS
This Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that does not
relate to historical facts and events. They are based on analyses or forecasts of future results and estimates of amounts not
yet determinable or foreseeable. These forward-looking statements are identified by the use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" and similar
terms and phrases, including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding Group's business and management,
its growth and profitability, and general economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Prospectus are based on current estimates and assumptions that the Issuer makes to
the best of its present knowledge. These forward-looking statements are subject to risks, uncertainties and other factors
which could cause actual results, including Group's financial condition and results of operations, to differ materially from
and be worse than results that have expressly or implicitly been assumed or described in these forward-looking statements.
The Group's business is also subject to a number of risks and uncertainties that could cause a forward-looking statement,
estimate or prediction in this Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the
section "General Information on the Issuer and the Group" of this Prospectus. This section includes more detailed
descriptions of factors that might have an impact on the Group's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Prospectus may not occur. In addition,
neither the Issuer nor the Joint Lead Managers assume any obligation, except as required by law, to update any forward-
looking statement or to conform these forward-looking statements to actual events or developments.
5

TABLE OF CONTENTS
RISK FACTORS................................................................................................................................................................. 7
TERMS AND CONDITIONS OF THE NOTES .............................................................................................................. 38
USE OF PROCEEDS ....................................................................................................................................................... 62
DESCRIPTION OF THE ISSUER AND THE GROUP .................................................................................................. 63
TAXATION ...................................................................................................................................................................... 91
SUBSCRIPTION AND SALE OF THE NOTES ............................................................................................................. 96
GENERAL INFORMATION ......................................................................................................................................... 100
DOCUMENTS INCORPORATED BY REFERENCE .................................................................................................. 102
GLOSSARY AND LIST OF ABBREVIATIONS .......................................................................................................... 104

6

RISK FACTORS
Before deciding to purchase the Notes, investors should carefully review and consider the following risk factors and the
other information contained in this Prospectus. Should one or more of the risks described below materialise, this may
have a material adverse effect on the business, prospects, shareholders' equity, assets, financial position and results of
operations (Vermögens-, Finanz- und Ertragslage) or general affairs of the Issuer or the Group. Moreover, if any of these
risks occur, the market value of the Notes and the likelihood that the Issuer will be in a position to fulfil its payment
obligations under the Notes may decrease, in which case the holders of the Notes could lose all or part of their investments.
Factors which the Issuer believes may be material for the purpose of assessing the market risks associated with the Notes
are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the Notes, but
the Issuer may be unable to pay interest, principal or other amounts on or in connection with the Notes for other unknown
reasons than those described below. Additional risks of which the Issuer is not presently aware could also affect the
business operations of RBI Group and have a material adverse effect on RBI Group's business activities and financial
condition and results of operations. Prospective investors should read the detailed information set out elsewhere in this
Prospectus (including any documents incorporated by reference herein) and reach their own views prior to making any
investment decision.
Words and expressions defined in the Terms and Conditions shall have the same meanings in this section.
Potential investors should, among other things, consider the following:
Risks relating to the Issuer and RBI Group
The risk factors herein are organised into the following categories below depending on their nature (with the most material
risk factor mentioned first in each of the following categories):
· Risks relating to the Business of RBI;
· Regulatory, Legal and Political Risks;
· Raiffeisen Banking Sector Risk; and
· General Business Risks.
The Issuer has also taken into account in respect of such assessment the principles and outcomes of its Internal Capital
Adequacy Assessment Process ("ICAAP").
Risks related to the business of RBI
Credit Risk
RBI Group is exposed to the risk of defaults by its counterparties.
Credit risk refers to the commercial soundness of a counterparty (e.g. borrower or another market participant contracting
with a member of RBI Group) and the potential financial loss that such market participant will cause to RBI Group if it
does not meet its contractual obligations vis-à-vis RBI Group. In addition, RBI Group's credit risk is impacted by the
value and enforceability of collateral provided to members of RBI Group.
RBI Group is exposed to counterparty risk in particular with respect to its lending activities with retail and corporate
customers, credit institutions, local regional governments, municipalities and sovereigns, as well as other activities such
as its trading and settlement activities, the risk that third parties who owe money, securities or other assets to RBI Group
will not timely and in full perform their obligations. This exposes RBI Group to the risk of counterparty defaults, which
have historically been higher during periods of economic downturn for example in 2020 in connection with the outbreak
7

of the COVID-19 pandemic. Furthermore, RBI is exposed to the risk of lower creditworthiness of its customers,
potentially leading to losses which exceed loss provisions.
RBI Group is also exposed to a risk of non-performance by counterparties in the financial services industry. This risk can
arise through trading, lending, deposit-taking, derivative business, repurchase and securities lending transactions, clearing
and settlement of securities and many other activities and relationships with financial institutions (including without
limitation: brokers and dealers, custodians, commercial banks, investment banks, mutual and hedge funds, and other
institutional clients).
Downgrades in sovereign credit ratings could increase the credit risk of financial institutions based in these countries.
Financial institutions are likely to be affected most by potential rating downgrade because they are affected by larger
defaults or revaluations of securities, for example, or by heavy withdrawals of customer deposits in the event of a
significant deterioration of economic conditions. Such adverse credit migration could result in increased losses and
impairments with respect to RBI Group's exposures in these portfolios.
Defaults by, or even rumours or concerns about potential defaults or a perceived lack of creditworthiness of, one or more
financial institutions, or the financial industry generally, have led and could lead to significant market-wide liquidity
problems, losses or defaults by other financial institutions as many financial institutions are inter-related due to trading,
funding, clearing or other relationships. This risk is often referred to as "systemic risk" and it affects credit institutions
and all different types of intermediaries in the financial services industry. In addition to its other adverse effects, the
realisation of systemic risk could lead to an imminent need for RBI Group members and other credit institutions in the
markets in which RBI Group operates to raise additional liquidity or capital while at the same time making it more difficult
to do so. Systemic risk could therefore have a material adverse effect on RBI Group's business, financial condition, results
of operations, liquidity and prospects.
In the past, volatile economic conditions substantially raised the risk of defaults in the customer business and increased
the amount of non-performing loans for both retail and corporate customers. If such developments were to reoccur, they
might be reinforced by changes of foreign exchange rates (foreign exchange-based loans) which would negatively affect
the ability of customers to repay their loans. Furthermore, the ability of customers to repay their loans may also be affected
by increasing money market interest rates if the interest rate of a loan is based on floating rates. In particular if the low
level of market interest rates comes to an end and interest rates increase, the rate of non-performing loans may increase,
the provisioning of which would diminish RBI's Groups profits and could negatively affect the equity and the goodwill
of members of RBI Group. Furthermore, RBI Group's loan portfolio and other financial assets might be impaired which
might result in a withdrawal of deposits and decreased demand for RBI Group's products.
RBI Group provides for potential losses arising from counterparty default or credit risk by net allocations to provisioning
for impairment losses, the amount of which depends on applicable accounting principles, risk control mechanisms and
RBI Group's estimates.
Should actual credit risk exceed current estimates on which net allocations to provisioning have been made, RBI Group's
loan loss provisions could be insufficient to cover losses. This would have a material adverse impact on RBI Group's
financial position and results of operations.
As member of RBI Group and as part of the Raiffeisen Banking Sector, RBI is subject to concentration risk with respect
to geographic regions and client sectors and large counterparties.
RBI's business activities are pursued to a significant extent (more than 60 per cent. of operating income and risk weighted
assets) via its subsidiaries. Each of these subsidiaries can influence the profit and loss position of RBI, especially via the
valuation of the subsidiary, via the costs of refinancing the participation versus its dividend payments and via national
regulatory burdens on the level of each subsidiary.
Furthermore, due to accounts receivable from borrowers in certain countries and/or certain industry sectors, as the case
may be, RBI Group is, to varying degrees, subject to a concentration of regional as well as sectorial counterparty risks.
The concentration risk with respect to geographic regions and client sectors mainly exists in Austria (including exposures
8

to the Raiffeisen Banking Sector (please see risk factors in section "Raiffeisen Banking Sector Risks" below)), Russia and
the Czech Republic, which each accounts for 10 per cent. or more of RBI's risk weighted assets. Furthermore, at RBI
level, the reallocation of intra-group funding in order to support particular members of RBI Group, and the resulting
increase in exposure to such group members and the countries in which they are located, also constitutes concentration
risk, which may be severe in the event of a default by one or several of these group members. Additionally, a failure of
one or more members of RBI Group to service their respective payment obligations under certain financing agreements
could trigger group cross default clauses and thus, unforeseen short-term liquidity needs for members of RBI Group.
Moreover, concentration risks may arise out of investments in asset backed securities if such investments show a sectoral
or regional concentration of debtors. The value of asset backed securities may be reduced significantly if the asset backed
securities are concentrated in debtors stemming from respective sectors or regions which are hit by economic downturns.
The results of any concentration risk and all of the above-mentioned mechanisms may adversely affect RBI's financial
standing and liquidity position.
Any appreciation of the value of any currency in which foreign-currency ("FX") loans are denominated against CEE
currencies or even a continuing high value of such a currency may also retroactively - deteriorate the quality of foreign
currency loans which RBI Group has granted to customers in CEE.
In several Central and Eastern European, including South Eastern European countries (together, "CEE"), RBI operates
through a network of majority-owned (non-Austrian) subsidiary credit institutions (the "Network Banks") which are
members of RBI Group. RBI Group has granted loans to households and companies denominated in foreign currencies
(e.g. CHF, USD and EUR). An appreciation of such a currency against the respective borrower's home currency makes
the debt more burdensome for local borrowers in CEE without income streams in the relevant currency. An appreciation
of such a currency against the respective borrower's home currency affects a whole group of customers who have taken
up loans in that foreign currency, thus resulting in a form of concentration risk if a larger share of those customers is
unable to meet their obligations vis-à-vis RBI Group. The realisation of such a risk concentration could have a material
adverse impact on RBI Group's financial position and results of operations.
Such situations have in the past also raised the risk of regulatory and political intervention and/or challenges in litigation
proceedings, which are described in the respective risk factors below.
Market Risk
RBI Group's business, capital position and results of operations have been, and may continue to be, significantly adversely
affected by market risks.
Market risk refers to the specific and general risk position assumed by RBI Group on the asset or liability side with respect
to positions in any debt instruments, equity instruments, equity-index forwards and futures, investment fund units, options,
foreign currencies and commodities and in any financial instruments relating to any of the beforementioned items.
Market risk is the risk that market prices of assets and liabilities or revenues will be adversely affected by changes in
market conditions and includes, but is not limited to changes of interest rates, credit spreads of issuers of securities, foreign
exchange rates, equity and debt price risks or market volatility. Changes in interest rate levels, yield curves, rates and
spreads may affect RBI Group's net interest income and margin. Changes in foreign exchange rates affect the market price
of assets and liabilities denominated in foreign currencies as well as the capital position and the profit and loss values as
measured in euro, or the respective local currency of the Network Banks whose capital is denominated in the local
currency, and may affect income from foreign exchange dealing.
The performance of financial markets or financial conditions generally may cause changes in the market price of RBI
Group's investment and trading portfolios. RBI Group's risk management systems for the market risks to which its
portfolios are exposed contain measurement systems which may prove inadequate as it is difficult to predict changes in
economic or market conditions with accuracy and to anticipate the effects that such changes could have on RBI Group's
financial performance and business operations, in particular in cases of extreme and unforeseeable events. In times of
market stress or other unforeseen circumstances, such as the extreme market conditions experienced for example in 2020
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