EUR 3000000000 debt issuance programme, 10 ... - Volksbank AG

(i) the relevant Debt Instruments qualify as a non-equity securities issued in a continuous
or repeated manner which:
- are not subordinated, convertible or exchangeable;
- do not give a right to subscribe to or acquire other types of securities and are not
linked to a derivative instrument;
- materialise reception of repayable deposits; and
- are either covered by a deposit guarantee scheme under Directive 94/19/EC, or
where the total consideration of the offer is less than € 50,000,000, which limit
shall be calculated over a period of twelve months
(or are otherwise exempt from the obligation to publish a prospectus pursuant to
§ 3 (1) Z 3 of the Austrian Capital Markets Act); or
(ii) such credit institution has securities already admitted to trading on a regulated or
equivalent market (provided that Part B No. 7 of the Final Terms shall specify the
name, address, country of incorporation, nature of business and name of the market in
which its securities are admitted); or
(iii) such credit institution meets each of the following requirements (determined as per its
most recent annual financial statements published prior to the issuance of the relevant
Debt Instrument):
- its total assets are at least € 250,000,000; and
- its total own funds within the meaning of § 23 of the Austrian Banking Act, are at
least € 20,000,000,
(provided that Part B No. 7 of the Final Terms shall specify this information if applicable
and shall further specify such information in respect of such credit institution as
if such credit institution were an issuer drafting a Registration Document, as defined
by Commission Regulation (EC) No. 809/2004, for debt and derivative securities with
an individual denomination of at least € 50,000); or
(3) the Austrian federation, any Austrian province, an Austrian municipality, the Austrian
national bank, or any other member state of the European Economic Area and their provincial
governments, municipalities and central banks, or any other person where the relevant
Debt Instrument has been unconditionally and irrevocably guaranteed by any one of
the previously mentioned authorities, or the European Central Bank or any international
organisation constituted under public law of which Austria is a member (and in each case,
to the extent only that no obligation to publish a prospectus would apply to the issuance
by such entities of the relevant Debt Instrument pursuant to § 3 of the Austrian Capital
Markets Act); or
(4) any other member state of the Organisation for Economic Cooperation and Development
(OECD), or any political subdivision thereof, provided that such member state or
political subdivision shall, at the time of issue of the relevant Securities, have a senior unsecured
rating from Moody’s Investors Service Limited of “A2” or higher, and/or Standard
& Poor’s of “AA” or higher;
(b) where such Compartment Assets are designated as equity instruments, such as shares,
share-like transferable instruments, other instruments which represent one or more, or may
be converted or into or swapped for shares or such instruments which provide for a different
method by which shares or other, transferable share-like instruments, (the “Equity Instruments”),
such Equity Instruments are admitted to trading on a regulated or equivalent
market, and the following information shall be provided in Part B No. 7 of the Final
Terms:
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