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

1.3 Summary Regarding the Issuer
Special purpose vehicle
The exclusive purpose of LEVADE S.A., the Issuer, is to enter into one or more transactions within the framework
of the Securitisation Law. Pursuant to the above law, the board of directors of the Issuer may create one or
more Compartments within the Issuer. Each Compartment shall, unless otherwise provided for in the resolution
of the board of directors creating such Compartment, correspond to a distinct part of the assets and liabilities of
the Issuer. In conjunction with the above the Issuer shall, from each of its individual Compartments: (a)
issue the Securities and (b) purchase (and, as the case may be, enter into Derivative Agreements) Compartment
Assets and, in so far as the above law permits, carry out any necessary or useful measures or
transactions allowing it to fulfil its purposes.
General information
The Issuer was incorporated for an unlimited period as a public limited liability company (société anonyme)
on 21 June 2007 under the Luxembourg Law of 10 August 1915 on Commercial Companies, as
amended, and has elected in its Articles to be governed by the Securitisation Law. The Issuer operates under
the legislation of Luxembourg and complies with all the relevant rules on corporate governance regimes
as applicable to it. The Articles of the Issuer, as amended, were published on 12 October 2007 in the Mémorial
C-Recueil des Sociétés et Associations. The registered office of the Issuer is located at 7, Val Sainte-
Croix, L - 1371 Luxembourg. The registered office’s telephone number is +352 22 11 90. The fax number is
+352 22 11 92. The Issuer is registered with the Luxembourg Commercial Register under registered number
B 131.460. The Issuer is managed by its directors, who are appointed by the shareholder of the Issuer
(see “Capital and Major Shareholders of the Issuer” below). The current directors of the Issuer are set out
in “4.1 – The Issuer - Administrative, Management and Supervisory Bodies of the Issuer” below. The Issuer
has no subsidiaries.
Capital and major shareholder of the Issuer
The authorised and subscribed capital of the Issuer amounts to € 70,000, divided into 700 shares with a par
value of € 100, each of which is fully paid in, and the sole owner of all shares being VBAG.
1.4 Summary Regarding VBAG
General
VBAG holds 100% of the Issuer’s shares and, correspondingly, has control of it. VBAG is a joint stock
corporation (Aktiengesellschaft) established under Austrian law and registered in the Austrian companies’
register (Firmenbuch) under the name of Österreichische Volksbanken-Aktiengesellschaft, registration
number 116476 p. It operates inter alia under the commercial name of “VBAG”. The competent court for
registration is the Vienna Commercial Court (Handelsgericht Wien). Its registered office is at Kolingasse
19, 1090 Vienna, Austria.
The Management Board (Vorstand) of VBAG consists of 5 members. The Supervisory Board (Aufsichtsrat)
comprises 20 members, seven of whom are representatives of the staff council.
Share capital
VBAG’s issued share capital amounts to € 311,095,411.82 and is divided into 42,791,666 bearer shares
with a nominal value of € 7.27 each, as of the date of this Prospectus.
The shareholders of VBAG are Volksbanken Holding registrierte Genossenschaft mit beschränkter Haftung
(58.2 percent), DZ BANK group (25.0 percent plus one share), ERGO group (Victoria insurance) (10.0 percent),
Raiffeisen Zentralbank Österreich Aktiengesellschaft (6.1 percent) and other shareholders (0.7 percent).
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