Obligation RaiffeisenBank 2.875% ( XS2189786226 ) en EUR

RaiffeisenBank

98.11 % ▲

Autriche

XS2189786226 ( en EUR )

2.875% par an ( paiement annuel )

17/06/2032

Prospectus brochure de l'obligation Raiffeisen XS2189786226 en EUR 2.875%, échéance 17/06/2032

18/06/2026 ( Dans 234 jours )

Raiffeisen est un groupe bancaire coopératif d'origine autrichienne présent dans de nombreux pays, opérant principalement dans les domaines de la banque de détail, de la banque d'investissement et de la gestion d'actifs.

L'Obligation émise par RaiffeisenBank ( Autriche ) , en EUR, avec le code ISIN XS2189786226, paye un coupon de 2.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 17/06/2032

Debt Issuance Programme Prospectus dated 16 July 2019
This document contains (i) the base prospectus in respect of non-equity securities within the meaning of Article 22 No. 6(4) of the
Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (the "Prospectus Regulation"); and (ii) the base prospectus in
respect of covered notes within the meaning of Article 22 No. 6 (3) of the Prospectus Regulation (together, the "Base Prospectus") of
Raiffeisen Bank International AG (hereinafter also referred to as "RBI", or the "Issuer") relating to the

RAIFFEISEN BANK INTERNATIONAL AG
EUR 25,000,000,000 Debt Issuance Programme
for the issue of Notes (as defined herein)
Under the EUR 25,000,000,000 Debt Issuance Programme described in this Base Prospectus (the "Programme"), RBI may from time to
time issue notes in bearer form (the "Bearer Notes") and covered bank bonds (fundierte Bankschuldverschreibungen) in bearer form
("Covered Bank Bonds" and together with the Bearer Notes, the "Notes"). The aggregate principal amount of Notes (issued under the
Programme) outstanding will not at any time exceed EUR 25,000,000,000 (or the equivalent in other currencies).
The Base Prospectus constitutes a prospectus as defined in Article 5(4) of Directive 2003/71/EC of the European Parliament and the Council
of 4 November 2003, as amended (the "Prospectus Directive") and was set up according to Annex V, XI, XII, XIII, XX, XXI, XXII and
XXX) of the Prospectus Regulation.
Application has been made to list Notes issued under the Programme on the official list of the Luxembourg Stock Exchange, to admit Notes
to trading on the Regulated Market of the Luxembourg Stock Exchange and application will be made to the Vienna Stock Exchange for the
Programme as a whole and for such Notes intended to be listed and traded on the regulated market (Amtlicher Handel) and may be made on
any other stock exchange. These regulated markets are regulated markets for the purposes of Directive 2014/65/EU on Markets in Financial
Instruments ("MiFID II"), as amended (a "Regulated Market").
The Base Prospectus has been approved under the Luxembourg law dated 10 July 2005 on prospectuses for securities, as amended (loi
relative aux prospectus pour valeurs mobilières) (the "Luxembourg Prospectus Law") by the Commission de Surveillance du Secteur
Financier ("CSSF") of the Grand-Duchy of Luxembourg in its capacity as competent authority under the Luxembourg Prospectus Law.
Together with the application for approval of the Base Prospectus, the Issuer has applied for a notification of the Base Prospectus into the
Federal Republic of Germany ("Germany"), the Republic of Austria ("Austria"), the Czech Republic (the "Czech Republic"), the Slovak
Republic ("Slovakia"), Hungary and Romania and, in this context, the Issuer has requested the CSSF to provide the competent authority in
Germany, Austria, the Czech Republic, Slovakia, Hungary and Romania with a certificate of approval for the Base Prospectus in accordance
with Article 19 of the Luxembourg Prospectus Law ("Notification"). The Issuer may apply to the CSSF for further Notifications of the Base
Prospectus (during its term) into further member states of the European Economic Area (each a "Member State" and, together, the
"Member States").
Notes will be issued in tranches (each a "Tranche"), each Tranche consisting of Notes which are identical in all respects. One or more
Tranches, which are expressed to be consolidated and form a single series and are identical in all respects, but may have different issue
dates, interest commencement dates, issue prices and dates for first interest payments may form a series ("Series") of Notes. Further Notes
may be issued as part of an existing Series. The specific terms of each Tranche will be determined at the time of offering of such Tranche
based on then prevailing market conditions and will be set forth in the applicable final terms (the "Final Terms") (the form of which is
contained herein).
Arrangers and Dealers
Deutsche Bank Aktiengesellschaft
Raiffeisen Bank International AG
The date of this Base Prospectus is 16 July 2019. It is valid for a period of twelve months from the date of its approval.

i

IMPORTANT NOTICE
This Base Prospectus is to be read and construed together with (a) all documents which are
incorporated herein by reference (see "General Information Documents incorporated by reference"
below), (b) all supplements to this Base Prospectus, if any, and (c) the relevant Final Terms (as
defined below) in relation to any tranche of Notes (the Base Prospectus as supplemented from time to
time and as completed by the Final Terms in relation to the offer of Notes, the "Prospectus") and may
only be used for the purposes for which it has been published.
No person has been authorised to give any information or to make any representation other than those
contained in the Prospectus in connection with the issue or sale of the Notes and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuer or
any of Deutsche Bank Aktiengesellschaft and Raiffeisen Bank International AG in its capacity as
dealer (each of such entities excluding any entity whose appointment has been terminated and
including any entity appointed as an additional dealer, a "Dealer" and, together, the "Dealers") or as
approval of the use of the Prospectus.
Neither the delivery of the Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since
the date hereof or that there has been no adverse change in the financial position of the Issuer since
the date hereof or the date upon which the Base Prospectus has been most recently supplemented or
that any other information supplied in connection with the Programme is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The Issuer has undertaken with the Dealers to supplement the Base Prospectus or publish a new Base
Prospectus if and when the information herein should become materially inaccurate or incomplete,
and has further agreed with the Dealers to furnish a supplement to the Base Prospectus in the event of
any significant new factor, material mistake or inaccuracy relating to the information included in the
Base Prospectus which is capable of affecting the assessment of the Notes and which arises or is noted
between the time when the Base Prospectus has been approved and the final closing of any tranche of
Notes offered to the public or, as the case may be, when trading of any tranche of Notes on a
Regulated Market begins, whichever occurs later, in respect of Notes issued on the basis of the
Prospectus.
The Dealers have not separately verified the information contained in the Prospectus. None of the
Dealers makes any representation, express or implied, or accepts any responsibility, with respect to
the accuracy or completeness of any of the information in the Prospectus. Neither the Prospectus nor
any other financial statements are intended to provide the basis of any credit or other evaluation and
should not be considered as a recommendation by any of the Issuer or the Dealers that any recipient of
the Prospectus or any other financial statements should purchase the Notes. Each potential purchaser
of Notes should determine for itself the relevance of the information contained in the Prospectus and
its purchase of Notes should be based upon such investigation as it deems necessary. None of the
Dealers undertakes to review the financial condition or affairs of the Issuer during the life of the
arrangements contemplated by the Prospectus nor to advise any investor or potential investor in the
Notes of any information coming to the attention of any of the Dealers.
The Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Dealers to subscribe for, or purchase, any Notes.
Notification under Section 309B of the Securities and Futures Act, Chapter 289 of Singapore
Save for Notes issued as derivative securities in the meaning of Annex XII of the Prospectus
Regulation or unless otherwise stated in the Final Terms, all Notes issued or to be issued under the
Programme shall be prescribed capital markets products (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice
ii

on Recommendations on Investment Products). Unless otherwise stated in the Final Terms, all Notes
issued or to be issued as derivative securities in the meaning of Annex XII of the Prospectus
Regulation under the Programme shall be capital markets products other than prescribed capital
markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations
2018) and Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale
of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
By approving this Base Prospectus, the CSSF gives no undertaking as to the economic and financial
soundness of the transactions under the Programme and the quality or solvency of the Issuer in line
with the provisions of Article 7(7) of the Luxembourg Prospectus Law.
On 16 July 2019, RBI published a base prospectus for its EUR 25,000,000,000 Debt Issuance
Programme. This Base Prospectus supersedes and replaces the base prospectus for the aforementioned
Debt Issuance Programme dated 12 October 2018 and the supplements thereto.
Amounts payable under the Notes may be calculated by reference to EURIBOR, which is currently
provided by European Money Markets Institute ("EMMI"), LIBOR and CMS, which are currently
provided by ICE Benchmark Administration ("IBA"), SIBOR, which is currently provided by ABS
Benchmarks Administration Co Pte Ltd ("ABS"), BBSW, which is currently provided by ASX
("ASX"), BUBOR, which is currently provided by Central Bank of Hungary ("CBH"), PRIBOR,
which is currently provided by Czech Financial Benchmark Facility ("CFBF"), ROBOR, which is
currently provided by National Bank of Romania ("NBR"), WIBOR, which is currently provided by
GWP Benchmark ("GWP"), MosPrime, which is currently provided by National Finance Association
("NFA"), ZIBOR, which is currently provided by Croatian Banking Association ("CBA") and HVPI,
which is currently provided by the Statistical Office of the European Union ("Eurostat") (each a
"Benchmark"). As at the date of this Prospectus HVPI does not fall within the scope of the
Benchmark Regulation. As at the date of this Base Prospectus, IBA, EMMI and CFBF 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 "Benchmark Regulation"). As far as the Issuer is aware, the transitional provisions
in Article 51 of the Benchmark Regulation apply, such that ABS, ASX, CBH, NBR, GWP, NFA and
CBA are not currently required to obtain authorisation or registration (or, if located outside the
European Union, recognition, endorsement or equivalence). The registration status of any
administrator under the Benchmark Regulation is a matter of public record and save where required
by applicable law the Issuer does not intend to include in the relevant Final Terms any information on
the registration status of any administrator.
Obligations of the Financial Intermediaries
Where the Notes are purchased or subscribed through a financial intermediary, that financial
intermediary shall inform Holders of the Notes of the possibility of a supplement being published,
where and when it would be published and that the financial intermediary would assist them in
exercising their right to withdraw acceptances in such case. The financial intermediary shall contact
Holders of the Notes on the day when the supplement is published.
iii

SELLING RESTRICTIONS
The distribution of the Base Prospectus / Prospectus and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession the Prospectus comes are
required by the Issuer and the Dealers to inform themselves about and to observe any such restriction.
The Notes have not been and will not be registered under the United States Securities Act of 1933 (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the
United States. The Notes may not be offered, sold or delivered within 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")).
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within
the United States or its possessions or to a U.S. person, except in certain transactions permitted by
U.S. tax regulations.
The Base Prospectus has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to
an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for offers of Notes. Accordingly any person making or
intending to make an offer in that Relevant Member State of Notes which are the subject of an
offering contemplated in the Prospectus as completed by Final Terms in relation to the offer of those
Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a
prospectus for such offer has been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State and (in either case) published, all in accordance with the
Prospectus Directive, provided that any such prospectus has subsequently been completed by Final
Terms which specifies that offers may be made other than pursuant to Article 3(2) of the Prospectus
Directive in that Relevant Member State, such offer is made in the period beginning and ending on the
dates specified for such purpose in such prospectus or final terms, as applicable, and the Issuer has
consented in writing to its use for the purpose of such offer. Except to the extent sub-paragraph (ii)
above may apply, neither the Issuer nor any Dealer have authorised, nor do they authorise, the making
of any offer of Notes in circumstances in which an obligation arises for the Issuer or any Dealer to
publish or supplement a prospectus for such offer.
For a description of certain restrictions on offers and sales of the Notes and on the distribution of the
Prospectus, see "Subscription and Sale" and for any consent to use the Prospectus given by the Issuer,
see "Consent to Use the Prospectus".
IMPORTANT EEA RETAIL INVESTORS
Unless the Final Terms in respect of any Notes specifies the "Prohibition of Sales to EEA Retail
Investors" as "Not Applicable", 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"). 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
("MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended or
superseded, 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 or (iii) not a qualified investor
as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive").
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended
or superseded, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Notes
iv

or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPS Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product
Governance" which may outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the 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 target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue of Notes about whether, for the purpose of the
MiFID Product Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be
a manufacturer for the purpose of the MiFID Product Governance Rules.
STABILISATION
In connection with the issue of any tranche of Notes under the Programme, the Dealer or Dealers (if
any) named as stabilizing manager(s) in the applicable Final Terms (or persons acting on behalf of a
stabilizing 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, stabilization
may not necessarily occur. Any stabilization action may begin on or after the date on which adequate
public disclosure of the terms of the offer of the relevant tranche of 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 and 60 days
after the date of the allotment of the relevant tranche of Notes.
FORWARD-LOOKING STATEMENTS
The 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 projections
of future results and appraisals, 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 the Prospectus containing information on future earning capacity, plans and expectations
regarding the Issuer's business and management, its growth and profitability, and general economic
and regulatory conditions and other factors that affect it. Forward-looking statements in the
Prospectus are based on current appraisals 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 the Issuer'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 Issuer's business is also subject to a
number of risks and uncertainties that could cause a forward-looking statement, appraisal or
prediction in the Prospectus to become inaccurate. Accordingly, investors are strongly advised to read
the sections of the Prospectus: Summary, Risk Factors and Description of Raiffeisen Bank
International AG. These sections include more detailed descriptions of factors than the ones contained
in this section that might have an impact on the Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in the Prospectus may
occur. In addition, neither the Issuer nor the Dealers 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.
v

TABLE OF CONTENTS
GLOSSARY AND LIST OF ABBREVIATIONS ................................................................................................. 1
SUMMARY ........................................................................................................................................................... 8
Section A Introduction and warnings ...................................................................................................... 8
Section B Raiffeisen Bank International AG as Issuer ......................................................................... 10
Section C Securities .............................................................................................................................. 16
Section D Risks ..................................................................................................................................... 64
Section E Offer ...................................................................................................................................... 74
GERMAN TRANSLATION OF THE SUMMARY ............................................................................................ 76
Abschnitt A Einleitung und Warnhinweise ........................................................................................... 76
Abschnitt B Raiffeisen Bank International AG als Emittentin .............................................................. 79
Abschnitt C Wertpapiere ....................................................................................................................... 86
Abschnitt D Risiken ............................................................................................................................ 141
Abschnitt E Angebot ........................................................................................................................... 153
RISK FACTORS ................................................................................................................................................ 155
A.
RISKS RELATING TO THE ISSUER AND RBI GROUP ............................................. 155
B.
RISKS RELATING TO THE NOTES ............................................................................. 178
RESPONSIBILITY STATEMENT .................................................................................................................... 200
CONSENT TO USE THE PROSPECTUS ........................................................................................................ 201
DESCRIPTION OF THE ISSUER ..................................................................................................................... 203
Documents incorporated by reference .................................................................................................... 219
ISSUE PROCEDURES AND GENERAL DESCRIPTION OF THE PROGRAMME ..................................... 232
TERMS AND CONDITIONS OF THE NOTES ............................................................................................... 236
OPTION I - ANLEIHEBEDINGUNGEN FÜR GEWÖHNLICHE NICHT NACHRANGIGE
SCHULDVERSCHREIBUNGEN .................................................................................... 238
OPTION I - TERMS AND CONDITIONS FOR ORDINARY SENIOR NOTES ............................... 238
OPTION II - ANLEIHEBEDINGUNGEN FÜR NACHRANGIGE
SCHULDVERSCHREIBUNGEN .................................................................................... 342
OPTION II - TERMS AND CONDITIONS FOR SUBORDINATED NOTES.................................... 342
OPTION III - ANLEIHEBEDINGUNGEN FÜR FUNDIERTE
BANKSCHULDVERSCHREIBUNGEN ........................................................................ 424
OPTION III - TERMS AND CONDITIONS FOR COVERED BANK BONDS ................................. 424
OPTION IV - ANLEIHEBEDINGUNGEN FÜR BERÜCKSICHTIGUNGSFÄHIGE
SCHULDVERSCHREIBUNGEN .................................................................................... 516
OPTION IV - TERMS AND CONDITIONS FOR ELIGIBLE NOTES ............................................... 516
FINAL TERMS NOT REPLACED BY THE APPROVAL OF THIS BASE PROSPECTUS.......................... 602
DURCH DIE BILLIGUNG DIESES BASISPROSPEKT NICHT ERSETZTE ENDGÜLTIGE
BEDINGUNGEN................................................................................................................................... 602
FORM OF FINAL TERMS ................................................................................................................................ 606
OVERVIEW ON COVERED BANK BONDS (FUNDIERTE BANKSCHULDVERSCHREIBUNGEN) ......... 700
DESCRIPTION OF RULES REGARDING RESOLUTIONS OF HOLDERS ................................................. 703
SUBSCRIPTION AND SALE ........................................................................................................................... 705
TAXATION ....................................................................................................................................................... 715
GENERAL INFORMATION ............................................................................................................................. 737
NAMES AND ADDRESSES ............................................................................................................................. 741

vi

GLOSSARY AND LIST OF ABBREVIATIONS
For ease of reference, the glossary and list of abbreviations below sets out certain abbreviations and
meanings of certain terms used in this Base Prospectus, but it does not include all definitions, in
particular those of the Terms and Conditions. Readers of the Prospectus should always have regard to
the full description of a term contained in this Base Prospectus.
APM
means Alternative Performance Measures.
AT 1
means own funds pursuant to Article 51 CRR (Additional Tier 1).
Austria
means the Republic of Austria.
Authorised Offerors
means the Generally Authorised Offerors and the Specifically Authorised
Offerors.
BaSAG
means the Austrian Recovery and Resolution Act (Sanierungs- und
Abwicklungsgesetz BaSAG).
Base Prospectus
means this document which contains: (i) the base prospectus in respect of
non-equity securities within the meaning of Article 22 No. 6(4) of the
Prospectus Regulation; and (ii) the base prospectus in respect of Covered
Bank Bonds within the meaning of Article 22 No. 6(3) of the Prospectus
Regulation.
BCBS
means the Basel Committee on Banking Supervision.
Bearer Notes
means notes issued from time to time under the Programme in bearer
form.
BGB
means the German Civil Code (Bürgerliches Gesetzbuch BGB).
BörseG 2018
means the Austrian Stock Exchange Act 2018 (Börsegesetz BörseG
2018).
BRRD
means the Directive 2014/59/EU of the European Parliament and of the
Council of 15 May 2014 establishing a framework for the recovery and
resolution of credit institutions and investment firms and amending
Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC,
2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and
2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No
648/2012, of the European Parliament and of the Council (Bank Recovery
and Resolution Directive - BRRD), as amended or replaced from time to
time, and any references in these Terms and Conditions to any relevant
Articles of the BRRD include references to any applicable provisions of
law amending or replacing such Articles from time to time.
BWG
means the Austrian Banking Act (Bankwesengesetz - BWG).
CBL
means Clearstream Banking, S.A., Luxembourg.
CEE
means Central and Eastern Europe including Southeastern Europe.
CET 1
means own funds pursuant to Article 26 CRR (Common Equity Tier 1).
CHF
means Swiss francs.
1

Competent Authority
means the competent authority pursuant to Article 4(1)(40) CRR which is
responsible to supervise the Issuer on an individual and/or consolidated
basis.
Covered Bank Bonds
means notes in bearer form issued pursuant to the FBSchVG (Fundierte
Bankschuldverschreibungen).
CRD IV
means the Directive 2013/36/EU of the European Parliament and of the
Council of 26 June 2013 on access to the activity of credit institutions and
the prudential supervision of credit institutions and investment firms,
amending Directive 2002/87/EC and repealing Directives 2006/48/EC
and 2006/49/EC (Capital Requirements Directive IV CRD IV) as
amended or replaced from time to time, and any references in these
Terms and Conditions to any relevant Articles of the CRD IV include
references to any applicable provisions of law amending or replacing
such Articles from time to time.
CRR
means the Regulation (EU) No 575/2013 of the European Parliament and
of the Council of 26 June 2013 on prudential requirements for credit
institutions and investment firms and amending Regulation
(EU) No 648/2012 (Capital Requirements Regulation CRR) as amended
or replaced from time to time, and any references in these Terms and
Conditions to any relevant Articles of the CRR include references to any
applicable provisions of law amending or replacing such Articles from
time to time .
CSSF
means the Commission de Surveillance du Secteur Financier.
CZK
means Czech koruna.
Dealer
means each of Deutsche Bank Aktiengesellschaft and Raiffeisen Bank
International AG (when acting in such capacity) excluding any entity
whose appointment has been terminated and including any entity
appointed as an additional dealer.
Dealer Agreement
means the dealer agreement entered into between the Issuer and the
Dealers as of the date of the Base Prospectus as a basis upon which they
or any of them may from time to time agree to purchase Notes.
DGSD
means the Directive 2014/49/EU of the European Parliament and of the
Council of 16 April 2014 on deposit guarantee schemes (Deposit
Guarantee Schemes Directive DGSD).
ECB
means the European Central Bank.
Einlagensicherung
means the company which takes on the function as statutory deposit
AUSTRIA Ges.m.b.H.
guarantor and investor compensator for its members as from 1 January
2019.
Eligible Liabilities
means the liabilities and capital instruments that do not qualify as CET 1,
AT 1 or Tier 2 instruments that are not excluded from the scope of the
bail-in tool by § 86(2) BaSAG.
Eligible Notes
means Notes with either ordinary senior or non-preferred senior ranking,
as further set out in § 3 (Status) of Option IV Eligible Notes.
ESAEG
means the Austrian Deposit Guarantee and Investor Protection Act
(Einlagensicherungs- und Anlegerentschädigungsgesetz ESAEG).
2

EUR
means euro.
Euroclear
means Euroclear Bank SA/NV.
Exempt Offer
means an offer of Notes in accordance with Article 3(2) of the Prospectus
Directive.
FATCA
means Sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986,
as amended, and the U.S. Treasury regulatory and other administrative
guidance promulgation thereunder, the provisions commonly referred to
as the U.S. Foreign Account Tax Compliance Act or FATCA.
FBSchVG
means the Austrian Act on Covered Bank Bonds (Gesetz betreffend
fundierte Bankschuldverschreibungen).
Final Terms
means the specific terms of each Series/Tranche which will be set forth in
the applicable final terms a form of which is contained in this Base
Prospectus.
Federal IPS
means the federal IPS consisting of RBI, all Raiffeisen Regional Banks,
RAIFFEISEN-HOLDING NIEDERÖSTERREICH-WIEN registrierte
Genossenschaft mit beschränkter Haftung, Posojilnica Bank eGen,
Raiffeisen Wohnbaubank Aktiengesellschaft and Raiffeisen Bausparkasse
Gesellschaft m.b.H..
FMA
means
the
Austrian
Financial
Market
Authority
(Finanzmarktaufsichtsbehörde - FMA).
FX
foreign currency
GDP
means gross domestic product.
Generally Authorised
means each Dealer and/or each credit institution and/or each regulated
Offerors
financial institution in the EU and/or each financial intermediary which is
authorised under MiFID II to subsequently resell or finally place the
Notes, all subject to the specified limitations in the Final Terms.
Germany
means the Federal Republic of Germany.
HICP
means the inflation index "Harmonised Index of Consumer Prices
(excluding tabacco)".
HRK
means Croatian kuna.
IFRS
means the International Financial Reporting Standards as adopted by the
European Union.
Index Linked Notes
means notes whose payments of interest or redemption payment will be
made by reference to an index.
IPS
means an institutional protection scheme within the meaning of
Article 113(7) CRR.
ISIN
means International Securities Identification Number.
Issuer
means the Raiffeisen Bank International AG, also referred to as "RBI".
IT
means information technology.
KuratorenG
means the Austrian Notes Trustee Act (Kuratorengesetz KuratorenG).
3

Luxembourg
means the Luxembourg law dated 10 July 2005 on prospectuses for
Prospectus Law
securities, as amended (loi relative aux prospectus pour valeurs
mobilières).
Management Board
means the management board (Vorstand) of the Issuer.
Market Interest Rate
means the current interest rate on the capital market for issues of the same
maturity.
Member States
means the member states of the European Economic Area.
Merger 2010
means the 2010 spin-off and merger of major parts of RZB's banking
business with Raiffeisen International Bank-Holding AG described in
section 1.1 under "Description of the Issuer".
Merger 2017
means the merger of RBI with its parent company RZB in March 2017.
MiFID II
means the Directive 2014/65/EU of the European Parliament and of the
Council of 15 May 2014 on markets in financial instruments and
amending Directive 2016/97/EU and Directive 2011/61/EU (Markets in
Financial Instruments Directive II - MiFID II).
MiFIR
means the Regulation (EU) No 600/2014 of the European Parliament and
of the Council of 15 May 2014 on markets in financial instruments and
amending Regulation (EU) No 648/2012 (Markets in Financial
Instruments Regulation - MiFIR).
Moody's
means Moody's Investor Service.
MREL
means the minimum requirement for own funds and eligible liabilities.
Network Banks
means a network of majority owned subsidiary banks of RBI through
which RBI operates in CEE
Non-exempt Offer
means a public offer of Notes other than pursuant to Article 3(2) of the
Prospectus Directive.
Notes
means the Ordinary Senior Notes, Subordinated Notes, Covered Bank
Bonds and the Eligible Notes issued from time to time under the
Programme.
Notification
means a notice in form of a certificate of approval for the Base
Prospectus in accordance with Article 19 of the Luxembourg Prospectus
Law provided by the CSSF to the competent authorities in Germany,
Austria, the Czech Republic, Slovakia, Hungary and Romania.
NPL
means non-performing loans. A loan is classified as non-performing
when it is expected that a specific debtor is unlikely to pay its credit
obligations to the bank in full, or the debtor is overdue by 90 days or
more on any material credit obligation to the bank (RBI has defined
twelve default indicators).
OeKB
means OeKB CSD GmbH.
Ordinary Senior Notes
means Notes that constitute direct, unsecured and unsubordinated
obligations of the Issuer ranking pari passu among themselves and pari
passu with all other unsecured and unsubordinated obligations of the
Issuer except for any obligations preferred or subordinated by law.
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