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

tative has to (for example) resign his position, his position is to be taken by a Replacement Trusted
Person);
10. in so far as important matters are concerned with, the Trustee has to take notice of the Trusted Representatives’
opinion (in particular, but not limited to, when the Trustee intends to seek the court’s
approval of his actions);
11. where the Trustee seeks the court’s approval of a legal act the Trustee intends to undertake, and the
Trustee comes to the conclusion that the minimum number of Trusted Representatives (or, as the
case may be, Replacement Trusted Representatives) is not present, it is still possible for the court to
make a decision as long as at least two Trusted representatives (or, as the case may be, two Replacement
Trusted Representatives) have participated in the submission of the Trustee’s application;
12. In the case in which the Trustee intends to undertake a legal act in respect of which approval was not
obtained during the security holders meeting, he has to call for a new meeting to obtain such approval
or. Alternatively the court, having received the Trustee’s application, may decide to summon
such a meeting;
13. the security holders at liberty to submit to the court any facts which may relate to the Trustee's conduct.
The court has to decide whether a Trustee is to be retained or dismissed; and
14. a court decision approving of an act of the Trustee may be appealed against as in respect of any other
court decision.
The Kuratoren Gesetz and the Kuratoren-Ergänzungsgesetz represent (Austrian) national law. It has to be
remembered that the Issuer is a Luxembourg company. Therefore, a Trustee appointed under the Act may
face the difficulty of not being recognised by Luxembourg law. To the extent however that the Trustee
obtains a court decision by an Austrian court (for example, on taking measures against the Issuer), the enforcement
of such a decision against the Issuer in Luxembourg may be made easier in light of the provisions
of Council Regulation (EC) No. 44/2001 on jurisdiction and the recognition and enforcement of
judgments in civil and commercial matters, which simplifies out of jurisdiction enforcement procedures
across the EU and is applicable in Austria and Luxembourg.
To the extent that the Securities will be issued or payable in countries other than Austria, the existence of
any collective rights which may be awarded to Security Holders will depend on the existence of similar
legislation to the Act in such jurisdiction.
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