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

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sition to realise, recover or forward the proceeds of the transactions relating to the Main Compartment<br />

Assets respectively, under the condition that amounts which have only increased due to the fact that the<br />

creditworthiness of the Issuer has decreased are not regarded as Increased Main Assets Costs.<br />

(8) Restrictions of early redemption in case of Supplementary Capital Notes or Subordinated Supplementary<br />

Capital Notes. Supplementary Capital Notes and Subordinated Supplmentary Capital Notes<br />

must not be terminated nor paid upon decision of the Noteholders prior to a minimum term of the Supplementary<br />

Capital Notes of eight years from their issue by the Notesholders. A redemption or repayment<br />

upon decision of the Issuer prior to a minimum term of eight years from the issue of Supplementary Capital<br />

Notes shall only be possible if this is permissible pursuant to these Conditions (and the respective Final<br />

Terms) and the Issuer has before made available capital in the same amount and with at least equal<br />

own funds quality. In the case of Subordinated Supplementary Capital Notes, if foreseen by these Conditions<br />

(and the resepective Final Terms), a redemption or repayment upon decision of the Issuer shall only<br />

be possible (i) with a minimum notice period of five years or after five years, without a notice period, and<br />

(ii) and in the case Condition 4 para 4, at any time without a notice period, provided that the Issuer has<br />

made available capital in the same amount and with at least equal own funds qualify. Prior to liquidation<br />

of the Issuer, the net losses that have occurred during that time shall be deducted in the case of Supplementary<br />

Capital Notes from the Redemption Amount for each Note. "Net loss" shall be interpreted in accordance<br />

with section 23 para 7 of the Austrian Banking Act.<br />

Subordinated Capital Notes shall have a minimum term of five years. If the term is not determined or if<br />

the Noteholders have a right according to theses Condiitosn (and the respective Final Terms) to redeem<br />

the Subordinated Capital Notes early or if the Subordinated Capital Notes are to be repayed upon decision<br />

of the Noteholders, a minimum notice term of five years shall be provided for. A redemption or repayment<br />

of Subordinated Capital Notes upon decision of the Issuer shall be possible (i) after a minimum term<br />

of five years after the issue of the Subordinated Capital Notes without a notice period, and (ii) and in the<br />

case Condition 4 para 4, at any time without a notice period, provided that the Issuer has made available<br />

capital in the same amount and with at least equal own funds qualify. Set-off of the claim for payment of<br />

the Redemption Amount with claims of the Issuer is not permissible.<br />

(9) Definitions:<br />

Optional Redemption Amount means the Specified Denomination of the Notes (unless defined otherwise<br />

in items 30(i) or 31(i) of the Final Terms), or in the case of zero coupon Notes the Amortised Face<br />

Amount (defined below). The Final Terms may alternatively foresee e.g. redemption pursuant to a redemption<br />

table.<br />

Early Redemption Amount means the Specified Denomination of the Notes (unless defined otherwise in<br />

item 34 of the Final Terms), or in the case of zero coupon Notes the Amortised Face Amount (defined below),<br />

in each case plus interest accrued. The Final Terms may alternatively foresee e.g. redemption pursuant<br />

to a redemption table.<br />

Amortised Face Amount means (unless defined otherwise in item 34 of the Final Terms) the Redemption<br />

Amount of the Notes foreseen on the Maturity Date discounted at a rate per annum (expressed as a percentage)<br />

equal to such rate as would produce an Amortised Face Amount equal to the issue price of the<br />

Notes if they were discounted back to their issue price on the issue date compounded annually. Where<br />

such calculation is to be made for a period of less than one year, it shall be made on the basis of the Day<br />

Count Fraction (see item 25 of the Final Terms).<br />

(<strong>10</strong>) Repurchase. The Issuer has the right to repurchase Notes in the market or otherwise at each and every<br />

price. The Notes purchased by the Issuer may be held, resold or cancelled by the Issuer upon its own discretion.<br />

§ 5<br />

(Payments)<br />

(1) Redemption currency. Payments of capital and interest are effected in the Specified Currency (see item<br />

8 of the Final Terms). In the case of dual currency Notes the repayment may be effected upon the Issuer’s<br />

67

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