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

date of termination, provided that such date shall not be fixed at a period longer than a month before
the time upon which the change comes into force.
- (4) Lastly, a term of the Derivative Agreement will provide for termination where Securities issued
by a relevant Compartment are redeemed.
Where the Derivative Agreement is terminated under any of the above grounds, the parties are released
from their obligations under the agreement; those are replaced (where applicable) by the right to claim
damages. In general, damages will amount to the costs and expenses, which the solvent, or as the case may
be, the party who has terminated the contract on one of the grounds (but not limited to) outlined in (1)
above, has (or would have) incurred in entering into replacement transactions. Where such party has obtained
a benefit from the termination, it shall pay an amount to the other party equal to such benefit but not
exceeding such other party’s damages.
In the case of termination on ground (3) above, the party claiming the damages shall be the Affected Party.
However, where both parties are Affected Parties, the party which obtains benefit or which suffers the least
damage shall pay to the other party a sum amounting to half the difference between such benefit and such
damage, or between the higher and the lower damage, as the case may be. In the event of termination on
ground (4) above, both parties shall be Affected Parties and the provisos described in (3) above shall apply,
mutatis mutandis.
Except as described in “Termination” and “General” above, the Derivative Counterparty is not bound to
make any other payments. In particular, the Derivative Counterparty will not make or guarantee any payments
in respect of the Securities.
Taxation
Where a party (the “Paying party”) is under the duty to deduct tax at source in respect of one or more
payments it owes the other party (the “Other Party”), that Paying Party shall not pay to the Other Party any
additional amounts in order to offset such deduction. Each party shall be obliged to pay such stamp duties
and similar levies payable in the jurisdiction of its relevant booking office or residence and shall keep the
other party harmless from any such stamp duties and similar levies (except where the other party’s booking
office or residence is in the same jurisdiction).
2.7 Other Aspects of the Programme - Security Holders’ Rights under Austrian Law
No application of Luxembourg law to the Securities
The Terms and Conditions as well as the Certificate Conditions (as modified by their respective Final
Terms) are governed by Austrian law. Hence, the Articles 86 to 94-8 of the Luxembourg law of August
10 th , 1915 on commercial companies as amended are not applicable.
No collective rights in General
In this Debt Issuance Programme, Security Holders will not be offered any contract-based collective rights
to enforce their claims against the Issuer and no security trustee or a similar entity will be appointed. Nor
will the Conditions provide for a method under which Security Holders may meet and/or vote on matters
relating to the Issuance or otherwise. Thus, enforcement of claims will, with the exception described under
“The Austrian Trustee Act (Kuratoren Gesetz) – Statutory Collective Rights” below, take place on an individual
basis.
The Austrian Trustee Act (Kuratoren Gesetz) – Statutory Collective Rights
Under the Debt Issuance Programme, it is intended to appoint an Austrian paying Agent. As a result, the
Austrian Trustee Act (the “Act”), as supplemented by the Austrian Trustee Supplementation Act (“Kuratoren-Ergänzungsgesetz”),
may apply (as provided by section 2 of the Act). According to section 1 of the
Act, where the rights of holders of bearer securities are endangered due to the lack of collective representation,
it is possible to, by way of an application to an (Austrian) court in whose area of jurisdiction payments
25