Obligation Immigon Portfolio Reduction AG 6.012% ( XS0359924643 ) en EUR

Immigon Portfolio Reduction AG

100 % ▲

Autriche

XS0359924643 ( en EUR )

6.012% par an ( paiement semestriel )

Perpétuelle - Obligation échue

Prospectus brochure de l'obligation Immigon portfolioabbau ag XS0359924643 en EUR 6.012%, échue

1 000 EUR

5 025 000 EUR

Immigon Portfolioabbau AG est une société suisse spécialisée dans le rachat et la gestion de portefeuilles de créances douteuses.

L'Obligation émise par Immigon Portfolio Reduction AG ( Autriche ) , en EUR, avec le code ISIN XS0359924643, paye un coupon de 6.012% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS dated 13 May 2008
EUR 100,000,000 Perpetual Non-Cumulative Participation Capital Certificates
to be issued on a fiduciary basis by Banque de Luxembourg (incorporated as a société anonyme with limited liability in the Grand Duchy of Luxembourg and
registered with the Register of Commerce and Companies in Luxembourg under number B.5310)
for the purpose of subscribing
EUR 100,000,000 Perpetual Non-Cumulative Participation Capital Notes
to be issued by
ÖSTERREICHISCHE VOLKSBANKEN-AKTIENGESELLSCHAFT
(an Austrian joint stock corporation (Aktiengesellschaft) incorporated under the laws of Austria)
Issue Price: [100-105] per cent. plus accrued remuneration for the period starting on (and including) 06
May 2008 until (but excluding) 27 May 2008
The issue price of the Perpetual Non-Cumulative Participation Capital Certificates with an aggregate nominal amount of EUR 100,000,000 and a denomination
of EUR 1,000 each (the "Participation Capital Certificates"), to be issued on a fiduciary basis by Banque de Luxembourg, a société anonyme incorporated in
Luxembourg (the "Fiduciary" or the "Noteholder") is [100-105] per cent. of their nominal amount plus accrued remuneration of EUR 5,73770 per Participation
Capital Certificate.
With the proceeds of the issue of the Participation Capital Certificates, the Fiduciary will, in its own name but at the sole risk and for the sole benefit and account
(subject to the Terms and Conditions of the Participation Capital Certificates) of the holders of the Participation Capital Certificates (the "Certificate Holders"),
acquire EUR 100,000,000 Perpetual Non-Cumulative Participation Capital Notes (the "Participation Capital Notes") to be issued by Österreichische
Volksbanken-Aktiengesellschaft (the "Bank" or "VBAG").
The Participation Capital Certificates represent an increase of the issue of the EUR 400,000,000 Perpetual Non-Cumulative Participation Capital
Certificates (the "Initially Issued Participation Capital Certificates") issued by the Fiduciary on 6 May 2008 having identical terms and conditions of
issue as the Participation Capital Certificates in all material respects. Upon exchange of the Temporary Global Certificate for the Permanent Global
Certificate in accordance with the Terms and Conditions of the Participation Capital Certificates, the Participation Capital Certificates will form a
single series with the Initially Issued Participation Capital Certificates with an aggregate nominal amount of EUR 500,000,000 for the consolidated issue
and will then have the same securities codes as the Initially Issued Participation Capital Certificates.
Remuneration payable on the Participation Capital Certificates on each Remuneration Payment Date shall be equal to a pro rata share of Remuneration actually
received by the Fiduciary under the Participation Capital Notes. Remuneration under the Participation Capital Notes will only be payable out of Distributable
Profits of the Bank. Assuming the availability of sufficient Distributable Profits of the Bank, Remuneration on the Participation Capital Notes and, consequently,
on the Participation Capital Certificates will be payable in arrear at a fixed rate of 10 per cent per annum until 18 June 2018. For further details, inter alia on the
discretion of the Bank not to pay Remuneration and on the Rate of Remuneration payable after 18 June 2018, please consult the Terms on Conditions of the
Participation Capital Certificates beginning on page 60 of this Prospectus.
The Participation Capital Certificates are perpetual securities and have no fixed maturity date. They will represent a pro rata interest in the Participation Capital
Notes and all payments actually received by the Fiduciary thereunder. The Fiduciary will hold the Participation Capital Notes in its own name, on a fiduciary
basis, but solely at the risk and for the account of the Certificate Holders (subject to the Terms and Conditions of the Participation Capital Certificates). The
Participation Capital Certificates together evidence a fiduciary contract between the Certificate Holders and the Fiduciary (the "Fiduciary Contract") governed
by the Luxembourg law dated 27 July 2003 relating to the trust and fiduciary contracts (the "Trust and Fiduciary Contracts Law 2003"), pursuant to which the
Fiduciary is only obligated to pass on funds to the Certificate Holders actually received from VBAG under the Participation Capital Notes but has no other
payment obligations to the Certificate Holders. The amounts of distributions under the Participation Capital Notes depend, among others, on the profits of
VBAG. By purchasing Participation Capital Certificates, Certificate Holders will be deemed to have acknowledged and agreed to the terms of the Fiduciary
Contract.
Investing in the Participation Capital Certificates involves certain risks. Please review the section entitled "Risk Factors" beginning on page 48 of this
Prospectus.
The Participation Capital Certificates are issued in bearer form and are initially represented by a temporary global certificate without remuneration coupons that
will be exchanged for a Permanent Global Certificate upon certification that no beneficial owner of Participation Capital Certificates is a U.S. person. The
Participation Capital Certificates will be deposited on or about 27 May 2008 (the "Issue Date") with a common depositary for Euroclear Bank S.A./N.V.,
("Euroclear") and Clearstream Banking société anonyme, Luxembourg ("Clearstream Luxembourg", each a "Clearing System" and together with Euroclear
the "Clearing Systems"), where the Participation Capital Certificates have been accepted for clearing. It is expected that delivery of the Participation Capital
Certificates will be made through Euroclear and Clearstream Luxembourg against payment in immediately available funds on or about the Issue Date.
The Participation Capital Certificates have not been, and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or under any state securities laws and are subject to United States tax law requirements. The Participation Capital Certificates may not be offered, sold
or delivered in the United States of America (including the States and the District of Columbia) and its territories and possessions, including Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands (the "United States") or to, or for the account
or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S"), "U.S. Persons"), unless registered under the Securities
Act or if an exemption from the registration requirements thereunder is available. The Participation Capital Certificates are being offered, sold and
delivered only to non-US persons in offshore transactions outside the United States in compliance with Regulation S under the Securities Act.
VBAG expects that, upon issuance, the Participation Capital Certificates will be assigned a rating of [ "] by Moody's. A rating is not a recommendation to buy,
sell or hold securities, and may be subject to revision, suspension or withdrawal at any time by Moody's.
Application has been made for approval of this Prospectus by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as
competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities and for publication in electronic form on the website of the
Luxembourg Stock Exchange. Application has been made to list the Participation Capital Certificates on the official list of the Luxembourg Stock Exchange (the
"Luxembourg Stock Exchange") and to trade them on the regulated market, as defined in Article 4(1)(14) of Directive 2004/39/EC, of the Luxembourg Stock
Exchange. This Prospectus constitutes a prospectus for purposes of the internal rules and regulations of the Luxembourg Stock Exchange and for the purposes of
article 5 of Directive 2003/71/EC (the "Prospectus") and has been drawn up in accordance with Directive 2003/71/EC and Commission Regulation
2004/809/EC.
The Bank has requested the CSSF to provide the competent authorities in the Federal Republic of Germany, the Republic of Ireland, the Netherlands, Portugal
and the Kingdom of Spain with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Loi relative aux prospectus pour
valeurs mobilières which implements Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 into Luxembourg law (a
"Notification") for the purpose of conducting public offers of the Participation Capital Certificates in such jurisdictions. The Bank may request the CSSF to
provide competent authorities in additional host Member States within the European Economic Area with a Notification.
DZ BANK AG
(Sole Bookrunner)
Deutsche Bank
UBS Investment Bank
(Joint Lead Manager)
(Joint Lead Manager)
Page 1

PROSPECTUS dated 13 May 2008
RESPONSIBILITY STATEMENT
The Bank, with its registered office at Kolingasse 19, 1090 Vienna, Austria, is responsible for the information
given in this Prospectus except for the information contained in the section entitled "The Fiduciary". The Bank
hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in
all parts of this Prospectus, except for the information contained in the section entitled "The Fiduciary", is, to the
best of its knowledge, in accordance with the facts and that it contains no omission likely to affect its import.
The Fiduciary accepts responsibility for the information contained in the section entitled "The Fiduciary" on
page 129 of this Prospectus but does not accept responsibility for any other information contained in this
Prospectus. The Fiduciary hereby declares that, having taken all reasonable care to ensure that such is the case,
the information contained in the section entitled "The Fiduciary" on page 129 of this Prospectus is, to the best of
its knowledge, in accordance with the facts and that it contains no omission likely to affect its import.
The previous paragraphs should be read in conjunction with the 11th paragraph on the first page of this
Prospectus.
NOTICE
No person is authorised to give any information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not be relied upon as having been
authorised by or on behalf of the Fiduciary, the Bank, UBS Limited (a " Joint Lead Manager"), or DZ BANK
AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main (the "Sole Bookrunner") or Deutsche Bank
AG, London Branch (a "Joint Lead Manager") as set forth on the cover page (each of UBS Limited, DZ BANK
AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main and Deutsche Bank AG, London Branch, a
"Manager" and together, the "Managers"). Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no change in the affairs of the Bank or
any of its affiliates since the date of this Prospectus, or that the information herein is correct at any time since the
date of this Prospectus.
This Prospectus should be read and understood in conjunction with any supplement hereto and with any other
document incorporated herein by reference.
Each investor contemplating purchasing any Participation Capital Certificates should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness of the Bank.
Investors should satisfy themselves that they understand all of the risks associated with making investments in
the Participation Capital Certificates and should consult professional advisors prior to investing in the
Participation Capital Certificates. This Prospectus does not constitute an offer of Participation Capital
Certificates or an invitation by or on behalf of the Bank, the Managers or the Fiduciary (as defined herein) to
purchase any Participation Capital Certificates. Neither this Prospectus nor any other information supplied in
connection with the Participation Capital Certificates should be considered as a recommendation by the Bank,
the Managers or the Fiduciary to a recipient hereof and thereof that such recipient should purchase any
Participation Capital Certificates.
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.
STABILISATION
IN CONNECTION WITH THE ISSUE OF THE PARTICIPATION CAPITAL CERTIFICATES, UBS
LIMITED ("THE STABILISING MANAGER") (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-
ALLOT PARTICIPATION CAPITAL CERTIFICATES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE PARTICIPATION CAPITAL CERTIFICATES AT A LEVEL
HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO
ASSURANCE THAT THE STABILISATION MANAGER (OR PERSONS ACTING ON ITS BEHALF)
WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE PROSPECTUS OF THE
PARTICIPATION CAPITAL CERTIFICATES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF
THE PARTICIPATION CAPITAL CERTIFICATES AND 60 DAYS AFTER THE DATE OF THE
Page 2

PROSPECTUS dated 13 May 2008
ALLOTMENT OF THE CERTIFICATES. ANY STABILISATION ACTION OR OVER-ALLOTMENT
SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
This Prospectus contains excerpts from (i) the audited consolidated annual financial statements for the VBAG
Group and (ii) the audited stand-alone financial statements for the Bank in each case for the financial years
ending on 31 December 2007 and 31 December 2006 (including, in each case, the notes thereto) (each "Audited
Financial Statements").
The Audited Financial Statements for the financial year ending 31 December 2006 were audited by KPMG
Wirtschaftsprüfungs- und Steuerberatungs GmbH, Porzellangasse 51, A-1090 Vienna, Austria and the Audited
Financial Statements for the financial year ending 31 December 2007 were audited by KPMG Austria GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Porzellangasse 51, A-1090 Vienna, Austria .
KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH have prepared the Audited Financial Statements for
the financial year ending 31 December 2006 contained herein in accordance with International Financial
Reporting Standards, as adopted by the European Union ("IFRS") and KPMG Austria GmbH
Wirtschaftsprüfungs- und Steuerberatungsgesellschaft have prepared the Audited Financial Statements for the
financial year ending 31 December 2007 contained herein in accordance with IFRS.
The auditor of the Bank for the fiscal year 2008 is KPMG KPMG Austria GmbH Wirtschaftsprüfungs- und
Steuerberatungsgesellschaft, Porzellangasse 51, A-1090 Vienna, Austria.
KPMG Wirtschaftsprüfungs- und Steuerberatungs GmbH and KPMG Austria GmbH Wirtschaftsprüfungs- und
Steuerberatungsgesellschaft are members of the Austrian Chamber of Certified Public Accountants (Kammer der
Wirtschaftstreuhänder).
Certain numerical information and other amounts and percentages presented in this Prospectus may not sum due
to rounding. In addition, certain figures in this document have been rounded to the nearest whole number.
FORWARD-LOOKING STATEMENTS
In addition to historical information, this Prospectus includes forward-looking statements. These statements
relate to the Bank's future prospects, developments and business strategies. They are based on analyses of
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
to assumptions. These statements are contained in particular (but not exclusively) in the sections entitled
"Summary", "Information About the Bank" and other sections of this Prospectus.
These forward-looking statements involve risks, uncertainties and other factors that may cause the actual future
results or events to be materially different from those suggested or described in this Prospectus. Many of the
factors that will determine these results or events are beyond the Bank's control. Such factors include, amongst
others, uncertainties in respect of the overall economic development, loan defaults, court proceedings or other
proceedings, maintenance of appropriate refinancing conditions and, generally, the economic and business
framework of the markets relevant for the Bank's business.
The risks described above and in the section entitled "Risk Factors" are not comprehensive. New risks,
uncertainties and other factors may emerge from time to time and it is not possible for the Bank to predict all
such risk factors, to assess the impact of all such risk factors on its business or the extent to which any factor, or
combination of factors, may cause actual results or events to differ materially from those contained in any
forward-looking statements. Given these risks and uncertainties, the investor should not place undue reliance on
forward-looking statements as a prediction or guarantee of actual results or events.
Page 3

PROSPECTUS dated 13 May 2008
TABLE OF CONTENTS
I.
SUMMARY ...........................................................................................................................6
1. Parties ............................................................................................................................. 6
2. Summary of the Terms and Conditions of the Participation Capital Certificates ................ 7
3. Summary of the Terms and Conditions of the Participation Capital Notes....................... 15
4. Summary regarding the Risk Factors.............................................................................. 22
5. Summary regarding the Fiduciary .................................................................................. 24
6. Summary Regarding the Bank........................................................................................ 24
II.
GERMAN TRANSLATION OF THE SUMMARY ...........................................................26
1. Parteien ......................................................................................................................... 26
2. Zusammenfassung der Bedingungen für die Partizipationsschein-Zertifikate................... 27
3. Zusammenfassung der Bedingungen für die Partizipationsscheine .................................. 36
4. Zusammenfassung im Hinblick auf die Risikofaktoren ................................................... 44
5. Zusammenfassung im Hinblick auf den Treuhänder ....................................................... 46
6. Zusammenfassung im Hinblick auf die Bank.................................................................. 46
III.
RISK FACTORS.................................................................................................................48
1. Risk Factors Regarding the Participation Capital Certificates.......................................... 48
2. Risks Factors regarding the Participation Capital Notes .................................................. 53
3. Risk Factors Regarding the Fiduciary............................................................................. 56
4. Risk Factors regarding the Bank..................................................................................... 56
IV.
INFORMATION ABOUT THE SECURITIES..................................................................59
1. Structure........................................................................................................................ 59
2. Terms and conditions of the Participation Capital Certificates ........................................ 60
3. Summary of the provisions relating to the Participation Capital Certificates in
Global Form ................................................................................................................ 114
4. Terms and conditions of the Participation Capital Notes ............................................... 116
V.
THE FIDUCIARY AND THE FIDUCIARY CONTRACT ............................................. 129
1. The Fiduciary .............................................................................................................. 129
2. The Fiduciary Contract ................................................................................................ 129
VI.
INFORMATION ABOUT THE BANK............................................................................ 131
1. General........................................................................................................................ 131
2. Business Overview ...................................................................................................... 132
3. Risk management ........................................................................................................ 134
4. Organisational structure ............................................................................................... 138
5. Trend information........................................................................................................ 139
6. Administrative, Management, and Supervisory Bodies ................................................. 140
7. Major Shareholders...................................................................................................... 149
8. Financial information concerning the Bank .................................................................. 149
9. Auditors' Report .......................................................................................................... 154
10. The Bank's Ratings...................................................................................................... 154
11. Material Contracts ....................................................................................................... 154
Page 4

PROSPECTUS dated 13 May 2008
VII.
PARTICIPATION CAPITAL UNDER THE AUSTRIAN BANKING ACT................... 155
VIII. TAXATION....................................................................................................................... 158
1. Republic of Austria...................................................................................................... 158
2. Federal Republic of Germany ...................................................................................... 159
3. Republic of Ireland ...................................................................................................... 162
4. The Grand Duchy of Luxembourg................................................................................ 163
5. Netherlands ................................................................................................................. 165
6. Portugal....................................................................................................................... 168
7. Kingdom of Spain........................................................................................................ 169
8. EU Savings Income Directive ...................................................................................... 170
IX.
SUBSCRIPTION AND SALE........................................................................................... 171
1. Admission to Trading and Dealing Arrangements......................................................... 171
2. Terms and Conditions of the Offer ............................................................................... 171
3. Selling Restrictions...................................................................................................... 172
X.
DOCUMENTS INCORPORATED BY REFERENCE .................................................... 176
XI.
GENERAL INFORMATION ........................................................................................... 177
1. Subject of this Prospectus ............................................................................................ 177
2. Clearing Codes ............................................................................................................ 177
3. Issue Date of the Participation Capital Certificates ....................................................... 177
4. Yield to Maturity on the Participation Capital Certificates ............................................ 177
5. Documents on Display................................................................................................. 177
6. Authorisations ............................................................................................................. 178
7. Legend on the Global Certificates ................................................................................ 178
8. Rating ......................................................................................................................... 178
9. Additional Information ................................................................................................ 179
Page 5

PROSPECTUS dated 13 May 2008
I.
SUMMARY
This Summary should be read as an introduction to this Prospectus. Any decision by an investor to invest
in the Participation Capital Certificates should be based on consideration of this Prospectus as a whole,
including the documents incorporated by reference and any supplements thereto. Where a claim relating
to the information contained in this Prospectus, including the documents incorporated by reference and
any supplements thereto is brought before a court, the plaintiff investor might, under the national
legislation of such court, have to bear the costs of translating the Prospectus, the documents incorporated
by reference, and any supplements thereto before the legal proceedings are initiated. Civil liability
attaches to the Bank who has prepared this Summary including any translation thereof and has applied or
will apply for its notification, but only if this Summary is misleading, inaccurate or inconsistent when read
together with the other parts of this Prospectus.
The following Summary does not purport to be complete and is taken from and qualified in its entirety by
the remainder of this Prospectus.
1.
Parties
Fiduciary/Noteholder................................... Banque de Luxembourg, a public limited liability
company (société anonyme) incorporated under the laws
of the Grand Duchy of Luxembourg and with its
registered office at 14, Boulevard Royal, L-2249
Luxembourg and registered with the Register of
Commerce and Companies in Luxembourg under number
B.5310, as issuer of the Participation Capital Certificates
on a fiduciary basis.
Bank or VBAG............................................. Österreichische Volksbanken-Aktiengesellschaft, an
Austrian joint stock corporation (Aktiengesellschaft)
incorporated under the laws of Austria, having its
registered office at Kolingasse 19, 1090 Vienna and
registered in the Austrian companies' register of the
commercial court in Vienna under file number FN
116476 p.
Sole Bookrunner .......................................... DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
Joint Lead Managers
Deutsche Bank AG, London Branch
UBS Limited
Luxembourg Listing and Principal Paying
Dexia Banque Internationale à Luxembourg
Agent ...........................................................
Calculation Agent ....................................... DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
Page 6

PROSPECTUS dated 13 May 2008
2.
Summary of the Terms and Conditions of the Participation Capital Certificates
Fiduciary / Issuer of the Participation
Banque de Luxembourg
Capital Certificates......................................
Nominal Amount.......................................... EUR 100,000,000
The Participation Capital Certificates represent an
increase of the issue of EUR 400,000,000 Perpetual Non-
Cumulative Participation Capital Certificates (the
"Initially Issued Participation Capital Certificates")
issued by the Fiduciary on 6 May 2008 having identical
terms and conditions of issue as the Participation Capital
Certificates in all material respects.
Denomination............................................... EUR 1,000 per Participation Capital Certificate.
Issue Price .................................................... [100-105] per cent. of the Nominal Amount plus accrued
remuneration for the period starting on (and including) 06
May 2008 until (but excluding) 27 May 2008
Issue Date of the Initially Issued
06 May 2008
Participation Capital Certificates
Issue Date of Participation Capital
27 May 2008
Certificates...................................................
Interim Securities Codes.............................. ISIN XS0364478262
Common Code 036447826
WKN A0Q13Y
Upon exchange of the Temporary Global Certificate for
the Permanent Global Certificate in accordance with the
Terms and Conditions of the Participation Capital
Certificates, the Participation Capital Certificates will
form a single series with the Initially Issued Participation
Capital Certificates with an aggregate nominal amount of
EUR 500,000,000 for the consolidated issue and will then
have the same securities codes as the Initially Issued
Participation Capital Certificates.
Securities Codes of the Initially Issued
ISIN XS0359924643
Participation Capital Certificates................ Common Code 035992464
WKN A0TUQG
Rating........................................................... The Bank expects that, upon issuance, the Participation
Capital Certificates will be assigned a rating of [ "] by
Moody's.
A rating is not a recommendation to buy, sell or hold
securities, and may be subject to revision, suspension or
withdrawal at any time by Moody's.
Page 7

PROSPECTUS dated 13 May 2008
Structure Diagram.......................................
Bank
Participation
Capital Notes
Fiduciary = Holder of
the Participation Capital
Notes
Participation
Fiduciary
Capital
Contract
Certificates
Certificate Holders
Maturity; Redemption ................................. Subject to the Terms and Conditions of the Participation
Capital Notes, the Participation Capital Certificates are
perpetual securities and have no scheduled maturity. The
Participation Capital Certificates will be redeemed upon
the redemption of the Participation Capital Notes, subject
to issuance of Replacement Capital Notes, a Remarketing
or On-Market Tender occurring as set out below.
Status............................................................ Each Participation Capital Certificate represents a
proportionate economic and beneficial interest in the
Participation Capital Notes, subject to the Terms and
Conditions of the Participation Capital Certificates. The
Participation Capital Certificates rank pari passu without
any preference among themselves.
The Participation Capital Certificates do not constitute
direct debt obligations of the Fiduciary but instead shall
evidence the existence of the Fiduciary Contract pursuant
to which the Certificate Holders shall be deemed to have
acknowledged and agreed that the Fiduciary's payment
obligations under the Participation Capital Certificates
are conditional upon and limited by the due performance
by the Bank of its obligations under the Participation
Capital Notes.
Form............................................................. Initially, a Temporary Global Certificate without
remuneration coupons will be issued that will be
exchanged for a Permanent Global Certificate upon the
later of (i) 40 days having passed since the completion of
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PROSPECTUS dated 13 May 2008
the distribution of all the Participation Capital
Certificates and (ii) certification that no beneficial owner
of Participation Capital Certificates is a U.S. person.
Definitive Certificates will be issued in certain limited
circumstances.
Use of Proceeds ............................................ The Fiduciary will apply the proceeds raised from the
issue of the Participation Capital Certificates to acquire
EUR 100,000,000 Participation Capital Notes issued by
the Bank.
Nature of Participation Capital Certificates The Participation Capital Certificates are limited recourse
obligations of the Fiduciary. Under the Fiduciary
Contract, the Fiduciary is obliged to hold the
Participation Capital Notes for the sole account and
benefit and at the sole risk of the Certificate Holders.
Each Participation Capital Certificate represents a pro
rata interest in the Participation Capital Notes. The
Fiduciary will pass all payments actually received under
the Participation Capital Notes, if any, on to the
Certificate Holders.
Separation of Assets Held by the Fiduciary. Assets held by the Fiduciary in its fiduciary capacity and
payments actually received by it under such assets are for
the benefit of the Certificate Holders. They are neither
assets nor payments for the benefit and at the risk of the
Fiduciary. Such assets and payments are not subject to
claims by general creditors of the Fiduciary. The
Fiduciary may not employ such assets for any purpose
other than for fulfilling its obligations under the
Participation Capital Certificates.
Certificate Coupon Payments...................... Payments of Remuneration under the Participation
Capital Certificates will be made on the same dates and
to the extent payments are received by the Fiduciary from
the Bank under the Participation Capital Notes.
Enforcement Rights ..................................... Certificate Holders' enforcement rights against the
Fiduciary are limited. Direct action against the Fiduciary
as issuer of the Participation Capital Certificates may
only be brought if the Fiduciary defaults on payments to
the Certificate Holders of amounts actually received
under the Participation Capital Notes and due to
Certificate Holders. Action in relation to payment
defaults under the Participation Capital Notes may only
be brought by the Fiduciary and not by Certificate
Holders.
The Fiduciary will only be bound to seek any such
remedy if (i) it shall have been so directed either by an
extraordinary resolution of the Certificate Holders and
(ii) it shall have been indemnified by the relevant
Certificate Holders to its reasonable satisfaction.
If the Fiduciary fails to take legal action against the Bank
in respect of the Participation Capital Notes within a
reasonable time, then the Certificate Holders may be
entitled, subject to certain conditions of the Terms and
Conditions of the Participation Capital Certificates, to
institute legal actions against the Bank in respect of the
Participation Capital Notes on behalf of the Fiduciary.
Page 9

PROSPECTUS dated 13 May 2008
Fiduciary's Voting Rights, Information
The Fiduciary has no voting rights under the Participation
Rights and Protection Against Dilution
Capital Notes. The Fiduciary has stated that it will not
under the Participation Capital Notes......... exercise any right (i) with respect to the protection
against dilution of its investment and (ii) to take part in
the general assembly (Hauptversammlung) of the Bank
and request information about the affairs of the Bank
during such meeting under Sec 23(5) of the Austrian
Banking Act (Bankwesengesetz). However, the Fiduciary
has the right to participate (in the Fiduciary's sole
discretion) in a special general assembly
(Hauptversammlung), if any, convened for holders of
participation capital only and to request information
about the affairs of the Bank during such meeting.
Delivery of Replacement Participation
The Bank may from time to time and at its sole discretion
Capital Notes................................................ redeem or repurchase existing Participation Capital Notes
(subject to all applicable legal restrictions and the Terms
and Conditions of the Participation Capital Notes)
provided the Bank delivers to the Fiduciary at the same
time Replacement Participation Capital Notes (being
defined as new Participation Capital Notes (or any other
bank regulatory equity instrument eligible to be issued by
the Bank at the relevant time in accordance with Austrian
banking law in force at such time) with terms and
conditions being in all material respects identical with
those of the Participation Capital Notes, except for the
time of commencement of an entitlement to receive
Remuneration) and provided further that the Liquidation
Entitlement has not been reduced as a consequence of the
loss participation of the Participation Capital Notes. For
the avoidance of doubt, the redemption or repurchase by
the Bank of the Participation Capital Notes, if made
against delivery of Replacement Participation Capital
Notes to the Fiduciary, shall not affect the outstanding
Participation Capital Certificates in any way.
Remarketing Process ................................... The Bank may elect to remarket the Participation Capital
Certificates (a "Remarketing") with effect as at the
Reset Date (as defined below) or each Remuneration
Payment Date (as defined below) thereafter subject to the
Terms and Conditions of the Participation Capital
Certificates. If a Remarketing becomes effective, the
Rate of Remuneration under the Participation Capital
Certificates will, in respect of those investors who have
rendered a bid under the Remarketing or stated that they
wish to continue to hold the Participation Capital
Certificates or who have not made any statement, be a
new rate determined by the Bank based on the relevant
bids. In order to give effect to the outcome of any
successful Remarketing the Fiduciary may, and shall if so
instructed by the Bank, request that any Certificate
Holder shall transfer all or part of its Participation Capital
Certificates to such person as directed by the Bank
against receipt of the Unreduced Liquidation Entitlement
regardless of (i) whether they have rendered a bid under
the Remarketing, or stated that they wish to continue to
hold the Participation Capital Certificates or have not
made any statement and (ii) irrespective of their bid rate.
Any Remarketing shall only become effective under the
conditions stipulated in the Terms and Conditions of the
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