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

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In the advent of such insolvency proceedings taking place, Security Holders face the risk of a delay in the<br />

settlement of any claims they might have against the Issuer or, not being secured creditors of the Issuer,<br />

receiving, in respect of their claims, only what is left after the Issuer’s assets are realised and preferred and<br />

secured creditors have been paid, with the result that they may not be able to retrieve their initial investment.<br />

Regulatory risk<br />

The activities of the Issuer and VB<strong>AG</strong> Group are subject to national and international laws and regulations<br />

as well as to review and supervision by the respective national supervisory authorities in the jurisdictions in<br />

which the Issuer and VB<strong>AG</strong> Group are active. Both the legislation and judicial and administrative practices<br />

in these jurisdictions are subject to change in ways that could adversely affect the Issuer.<br />

3.2 Specific Risk Factors relating to VB<strong>AG</strong><br />

General: relevance of VB<strong>AG</strong> to the Issuer<br />

VB<strong>AG</strong> holds <strong>10</strong>0% of the Issuer’s shares. It is also intended that VB<strong>AG</strong> will be Obligor of the Main Compartment<br />

Assets of a substantial number of Compartments of the Issuer, and, where this is not the case, sell<br />

Main Compartment Assets to the Issuer. Further, VB<strong>AG</strong> will be the Derivative Counterparty to all Derivative<br />

Agreements. Also, VB<strong>AG</strong> will (amongst other things) act as Arranger, Subscriber, Manager and Austrian<br />

Paying Agent in respect of each Issuance (unless provided otherwise in the Final Terms). Although<br />

VB<strong>AG</strong> will not be liable for the Issuer’s obligations in respect of any Securities, factors, which might adversely<br />

affect VB<strong>AG</strong>, could impair VB<strong>AG</strong>’s ability to fulfil its obligations to the Issuer under its various<br />

roles and, as a consequence, have a materially adverse effect on the Issuer and its ability to make payments<br />

under the Securities.<br />

VB<strong>AG</strong> is subject to credit risk, which means the risk of a partial or complete loss of interest and/or<br />

redemption payments expected to be made by counterparty (credit risk).<br />

VB<strong>AG</strong> is subject to credit risk, which means the risk of a partial or complete loss of interest and/or redemption<br />

payments expected to be made by counterparty (credit risk). The credit risk comprises non-payment<br />

risks, country risks and default risks. Any deterioration in the creditworthiness of a counterparty may lead<br />

to an increase in the credit risk. The worse the credit standing of the counterparty, the higher the nonpayment<br />

risk. Furthermore, it is possible that securities issued by the counterparty to cover the credit risk<br />

will not be sufficient to settle the default in payments, for example due to a dramatic drop in the market<br />

price or a default by the counterparty, including, in the light of the recent events, a default by large international<br />

financial institutions.<br />

The credit risk is the most important risk in connection with VB<strong>AG</strong>'s business activities, since it applies to<br />

both standard banking products, such as the credit, discount and guarantee business, as well as to certain<br />

trade products, such as derivative contracts like financial futures, swaps and options or security pension<br />

transactions and security lending.<br />

The credit risk also encompasses the country risk, which is the risk that a foreign counterparty cannot make<br />

scheduled interest and/or redemption payments despite its own solvency due to, for example, the lack of<br />

foreign exchange reserves of the competent central bank ("economic risk") or due to political interference<br />

by the respective government ("political risk"). The occurrence of any of these events or a combination<br />

thereof could have a material adverse effect on VB<strong>AG</strong>.<br />

VB<strong>AG</strong> is subject to risks relating to defaults by large international financial institutions<br />

Defaults by large financial institutions, such as credit institutions or insurance undertakings, could adversely<br />

affect the financial markets in general. The commercial soundness of many financial institutions<br />

may be closely interrelated as a result of credit, trading, clearing or other relationships between the institutions.<br />

As a result, concerns about, or a default by, one or more large financial institutions could lead to<br />

significant marked-wide liquidity problems, losses or defaults by other financial institutions. The aforedescribed<br />

risks are generally referred to as “systematic risk” and may adversely affect financial intermedi-<br />

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