DIE ERSTE österreichische Spar-Casse ... - ERSTE Stiftung

DIE ERSTE österreichische Spar-Casse
Privatstiftung
Programme for the Issuance of Notes
On 6 December 2010, DIE ERSTE österreichische Spar-Casse Privatstiftung (the "ERSTE Foundation" or the "Issuer")
has established a programme for the issuance of notes (the "Programme"). The Programme has been subsequently
amended and updated on 6 December 2011.
Under the Programme, the Issuer, subject to compliance with all relevant laws, regulations and directives, may from
time to time issue senior bearer securities all different types, including fixed interest rate notes, floating rate notes and
zero coupon notes (the "Notes"). The Notes issued under the Programme are governed by Austrian law.
Any Notes (as defined below) under the Programme are issued subject to the provisions set out on page 34 under the
section "Terms and Conditions of the Notes" (the "Terms and Conditions") together with the additional conditions set
out in the relevant "Final Terms" (the "Final Terms") (together with the Terms and Conditions, the "Terms and
Conditions of the Notes"). The Terms and Conditions will be supplemented by the Final Terms. A form of the Final
Terms, which are a document within the meaning of Article 26 No 5 of Commission Regulation (EC) 809/2004 of 29
April 2004 (the "Prospectus Regulation"), is contained in this Prospectus on page 42. The Final Terms contain specific
information relating to the relevant issuance of Notes, including the specific name, the nominal amount and type of the
Notes, the issue prices, the interest rates and specific other provisions in connection with the terms, the offer and the
sale of the Notes. For ease of reference, a consolidated version of the Terms and Conditions of the Notes will be
attached to the Final Terms, which is applicable for each Series (as defined below) of Notes. The Final Terms applicable
to a Series of Notes (as defined below) will be attached to, or referred to in, the global note representing the Notes.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier ("CSSF") of the Grand-
Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority under the Luxembourg Act on Securities
Prospectuses (loi relative aux prospectus pour valeurs mobilières) (the "Luxembourg Act") for approval of this
Prospectus. The Issuer has requested the CSSF to provide the competent authorities in other host Member States
within the European Economic Area including the Czech Republic and the Slovak Republic with a certificate of approval
attesting that this Prospectus has been drawn up in accordance with Article 5.4 of Directive 2003/71/EC of the European
Parliament and the Council of 4 November 2003, as amended (which includes the amendments made by the Directive
2010/73/EU (the "2010 PD Amending Directive") to the extent implemented in the relevant Member State) (the
"Prospectus Directive") and relevant implementing legislation in Luxembourg. This Prospectus comprises a base
prospectus for the purposes of Article 5.4 of the Prospectus Directive and relevant implementing legislation in
Luxembourg. The Issuer may from time to time request the CSSF to provide the competent authorities of Member
States of the European Economic Area with further notifications concerning the approval of this Prospectus. Public
offers of the Notes may be made in Luxembourg, the Czech Republic and the Slovak Republic or any other Member
States of the European Economic Area into which the Prospectus has been passported.
According to article 7.7 of the Luxembourg Law on prospectuses for securities the CSSF assumes no responsibility as
to the economic and financial soundness of the transaction and the quality or solvency of the Issuer.
Each Series (as defined herein) of Notes in bearer form will be represented by a global note in bearer form (each a
"Global Note") without interest coupons which bear the signatures of two persons authorised by the Issuer.
Global Notes representing the Notes may (or in case of Notes listed on the Vienna Stock Exchange will) be deposited
on the issue date with Oesterreichische Kontrollbank Aktiengesellschaft ("OeKB") at Am Hof 4, A-1010 Vienna, Austria,
(and if so deposited may be settled through Euroclear and Clearstream, Luxembourg) or with a depositary on behalf of
OeKB or with or on behalf of the Issuer and/or any other agreed depository for any other clearing system, if any, all as
specified in the Final Terms until all obligations of the Issuer under the Notes have been satisfied.
Prospective investors should be aware that an investment in the Notes involves risks and that, if certain risks,
in particular those described in the chapter "Risk Factors" materialise, the investors may lose all or a very
substantial part of their investment. A prospective investor should conduct its own thorough analysis
(including its own economical, legal and tax analysis) prior to deciding whether to invest in the Notes as any
evaluation of the suitability for an investor of an investment in the Notes depends upon a prospective investor's
particular financial and other circumstances.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of any of the Issuer to subscribe for, or
purchase, any Notes in certain jurisdictions in which such offer or invitation is not permitted. The Notes have not been
and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act").
The date of this Prospectus is 6 December 2011
Arranger and Dealer
Erste Group Bank AG

RESPONSIBILITY STATEMENT
The Issuer with its registered office at Friedrichstraße 10, A-1010 Vienna, Austria, registered
in the Commercial Register under number FN 72984 f, is solely responsible for the
information given in this Prospectus. The Issuer hereby declares that, having taken all
reasonable care to ensure that such is the case, the information contained in this Prospectus
is, to the best of the knowledge of the Issuer, in accordance with the facts and contains no
omission likely to affect its import.
NOTICE
This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the Notes offered hereby and does not constitute an offer to sell or a
solicitation of an offer to buy any Bonds offered hereby to any person in any jurisdiction in
which it is unlawful to make any such offer or solicitation to such person.
Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under
any circumstances, create an implication that there has been no change in the affairs of the
Issuer or its affiliated companies (together the "Group") since the date hereof or that there
has been no adverse change in the financial position of the Issuer and the Group since the
date hereof or that any other information supplied in connection with the Offering is correct as
of any date subsequent to the date on which it is supplied or, if different, the date indicated in
the document containing the same. Any material new circumstances or any material
incorrectness or inaccuracy as to the statements contained in the Prospectus that could
influence the assessment of the Notes issued under the Prospectus and that occur or are
determined between the approval of the Prospectus by the CSSF and the final end of the
public offer, or if earlier, the admission to trading on a regulated market of Notes under the
Prospectus will be included and published in a supplement to the Prospectus in accordance
with the Prospectus Directive and relevant implementing legislation in Luxembourg.
This Prospectus has been prepared by the Issuer solely for the purpose of enabling
prospective investors to consider the purchase of the Notes. The information contained in this
Prospectus has been provided by the Issuer and other sources identified herein.
Reproduction and distribution of this Prospectus or disclosure or use of the information
contained herein for any purpose other than considering an investment in the Notes is
prohibited. No person has been authorised to give any information or to make any
representation not contained in this Prospectus in connection with the offer, the subscription
or the sale of the Notes and, if given or made, any such information or representation should
not be relied upon as having been authorised by the Issuer. Such information or
representations in connection with the offer, the subscription or the sale of Notes not
contained in the Prospectus are invalid.
The contents of this Prospectus are not to be construed as legal, business or tax advice.
Each prospective investor should consult its own lawyer, financial adviser or tax adviser for
legal, financial or tax advice. Prospective investors should conduct their own thorough
analysis of economical, legal and tax and other consequences of the risks connected to an
investment in the Notes.
This Prospectus has been drawn up in accordance with Annexes IV, V and XIII of the
Prospectus Directive. This Prospectus has been approved by the CSSF.
The Notes have not been and will not be registered under the Securities Act nor by any
authority of a State in the U.S. or according to the applicable securities regulations in
Australia, Canada, Japan or United Kingdom and may not be offered, sold or delivered within
the U.S. or, for the account and benefit of U.S. persons or any other persons in Australia,
Canada, Japan or the United Kingdom.
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In this Prospectus, unless otherwise specified or the context otherwise requires, references to
€, euro or EUR are to the currency introduced at the start of the third stage of European
Economic and Monetary Union pursuant to the Treaty establishing the European Community
(as amended from time to time), references to CZK are to Czech Koruna, SKK are to Slovak
Krona and references to "US dollars" and US$ are to the currency of the United States of
America.
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TABLE OF CONTENTS
RESPONSIBILITY STATEMENT ............................................................................................... 2
NOTICE ...................................................................................................................................... 2
TABLE OF CONTENTS ............................................................................................................. 4
FORWARD-LOOKING STATEMENTS ...................................................................................... 6
DOCUMENTS INCORPORATED BY REFERENCE ................................................................. 7
SUPPLEMENT TO THE PROSPECTUS ................................................................................... 8
SOURCES OF INFORMATION .................................................................................................. 8
SUMMARY OF THE PROGRAMME .......................................................................................... 9
THE NOTES ............................................................................................................................ 9
RISK FACTORS RELATING TO THE ISSUER .............................................................................. 14
RISK FACTORS ARISING FROM ERSTE GROUP'S BUSINESS OPERATIONS .................................. 15
RISK FACTORS ....................................................................................................................... 17
RISKS FACTORS RELATING TO THE ISSUER ............................................................................. 17
RISK FACTORS ARISING FROM THE ERSTE GROUP’S BUSINESS OPERATIONS ............................ 19
RISKS RELATING TO THE NOTES ............................................................................................ 24
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................... 30
TERMS AND CONDITIONS ..................................................................................................... 34
FORM OF FINAL TERMS ........................................................................................................ 42
DIE ERSTE ÖSTERREICHISCHE SPAR-CASSE PRIVATSTIFTUNG .................................. 47
GENERAL ............................................................................................................................. 47
PURPOSE AND OBJECTIVE OF ERSTE FOUNDATION .............................................................. 47
BUSINESS OVERVIEW ........................................................................................................... 48
ADMINISTRATIVE, MANAGING AND SUPERVISORY BODIES OF ERSTE
FOUNDATION .......................................................................................................................... 58
MANAGEMENT BOARD .......................................................................................................... 58
SUPERVISORY BOARD .......................................................................................................... 60
SELECTED FINANCIAL INFORMATION ................................................................................ 66
ADDITIONAL FINANCIAL INFORMATION .............................................................................. 70
LEGAL PROCEEDINGS .......................................................................................................... 72
MATERIAL CONTRACTS ........................................................................................................ 73
TAXATION ................................................................................................................................ 74
AUSTRIA ............................................................................................................................ 74
CZECH REPUBLIC ............................................................................................................ 79
LUXEMBOURG .................................................................................................................. 83
SLOVAK REPUBLIC .......................................................................................................... 86
OFFER AND SUBSCRIPTION ................................................................................................. 89
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SELLING RESTRICTIONS ....................................................................................................... 91
GENERAL INFORMATION ...................................................................................................... 92
GLOSSARY AND LIST OF ABBREVIATIONS ........................................................................ 94
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FORWARD-LOOKING STATEMENTS
This Prospectus contains statements under the captions "Prospectus Summary", "Risk
Factors" and elsewhere that are, or may be deemed to be, "forward-looking statements". In
some cases, these forward-looking statements can be identified by the use of forward-looking
terminology, including the words "believes", "estimates", "anticipates", "expects", "intends",
"targets", "may", "will", "plans", "continue" or "should" or, in each case, their negative or other
variations or comparable terminology or by discussions of strategies, plans, objectives, goals,
future events or intentions. The forward-looking statements contained in this Prospectus
include certain targets. These targets reflect goals that Issuer is aiming to achieve and do not
constitute forecasts.
The forward-looking statements contained in this Prospectus include all matters that are not
historical facts and include statements regarding the Issuers' intentions, beliefs or current
expectations concerning, among other things, the results of operations, financial condition,
liquidity, prospects, growth, strategies and dividend policy and the industries and markets in
which the Issuer operates. By their nature, forward-looking statements involve known and
unknown risks and uncertainties because they relate to events, and depend on
circumstances, that may or may not occur in the future. Forward-looking statements are not
guarantees of future performance. Prospective investors should not place undue reliance on
these forward-looking statements.
Many factors could cause the actual results, performance or achievements of the Issuer to be
materially different from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements. Some of these factors are
discussed in more detail under "Risk Factors" and elsewhere.
Should one or more of these risks or uncertainties occur, or should underlying assumptions
prove incorrect, actual results may vary materially from those described in this Prospectus as
anticipated, believed, estimated or expected. The Issuer does not intend, and does not
assume any obligation, to update forward-looking statements set forth in this Prospectus after
the end of the offer.
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DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with each final terms relating to
any notes that are offered under the Programme at the time of this Prospectus which have
been previously filed with the CSSF, and with the following sections of the following
documents, which have been previously published or will be published at the same time as
this Prospectus and which are incorporated into this Prospectus by reference, forming an
integral part of it:
Document/Heading Page reference in the
relevant document
The prospectus dated 6 December 2010 related to the
Programme of the Issuer
Terms and Conditions
Form of Final Terms
English translation of the Audited Financial Statements of
the Issuer for the financial year ended 31 December 2009
Profit and Loss Account
Balance Sheet
Foundation Net Assets (Stiftungsvermögen)
Notes to the Financial Statements
Auditors' Report
English translation of the Audited Financial Statements of
the Issuer for the financial year ended 31 December 2010
Profit and Loss Account
Balance Sheet
Foundation Net Assets (Stiftungsvermögen)
Notes to the Financial Statements
Auditors' Report
English translation of the Unaudited Interim Financial
Statements of the Issuer for the third quarter year ended
30 September 2011
Profit and Loss Account
Balance Sheet
Selected Notes to the Financial Statements
34 - 42
43 - 47
6 - 7
3 - 5
11
8 - 14
15 - 16
6 - 7
3 - 5
12
8 - 15
16 - 17
For the avoidance of doubt, such parts of the English translations of the annual report of the
Issuer for the financial years 2009 and 2010 respectively, as well as the English translation of
the interim report for the third quarter year in 2011 which are not explicitly listed in the table
above, are not incorporated by reference into this Prospectus. The non-incorporated parts of
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the documents incorporated by reference into this Prospectus are not relevant for the
investor.
Any information not listed above but included in the documents incorporated by reference is
given for information purposes only.
Such parts of the documents which are explicitly listed above shall be deemed to be
incorporated in, and form part of this Prospectus, save that any statement contained in such a
document shall be deemed to be modified or superseded for the purpose of this Prospectus
to the extent that a statement contained in this Prospectus modifies or supersedes such
earlier statement (whether expressly, by implication or otherwise). Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Prospectus, any supplement thereto, and the Final Terms for Notes will be published in
electronic form on the website of the Issuer under "www.erstestiftung.org" and the website of
the Luxembourg Stock Exchange under "www.bourse.lu", except that Final Terms will not be
published on the website of the Luxembourg Stock Exchange. Printed copies of the
Prospectus, any supplement thereto and the Final Terms and the documents incorporated by
reference in the Prospectus will be made available free of charge at the specified office of the
Issuer.
The documents incorporated by reference into this Prospectus will be available on the
website of the Issuer under "www.erstestiftung.org" and on the website of the Luxembourg
Stock Exchange under "www.bourse.lu".
SUPPLEMENT TO THE PROSPECTUS
The Issuer is obliged by the provisions of the Prospectus Directive and relevant implementing
legislation in Luxembourg, that if at any time during the duration of the Programme there is a
significant new factor, material mistake or inaccuracy relating to information contained in this
Prospectus which is capable of affecting the assessment of any Notes and which arises or is
noted between the time when the Prospectus is approved and the final closing of an offer of
such Notes to the public, the Issuer shall prepare a supplement to this Prospectus for use in
connection with any subsequent offering of the Notes and shall supply to the CSSF such
number of copies of such supplement or replacement hereto as the relevant applicable
legislation require.
SOURCES OF INFORMATION
Unless otherwise stated, statistical and other data provided in this Prospectus has been
extracted from the audited financial statements of the Issuer for the financial year ended
31 December 2010 and 31 December 2009 and the unaudited interim financial statements for
the third quarter year ended 30 September 2011. The Issuer confirms that such information
has been accurately reproduced and that, so far as it is aware, and is able to ascertain from
information published by such sources, no facts have been omitted which would render the
reproduced information inaccurate or misleading. To the extent third party information is used
in this Prospectus, the Issuer confirms that such information has been accurately reproduced
and as far as the Issuer is aware and is able to ascertain from information published by the
sources of such information, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
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SUMMARY OF THE PROGRAMME
This summary is a general summary of the main information contained in this Prospectus.
This summary must be read as an introduction to this Prospectus. Any decision to invest in
any Notes should be based on consideration of this Prospectus as a whole, including the
documents incorporated by reference, by any investor. Any investor should consider carefully
the information and risk factors contained in this Prospectus.
Where a claim relating to information contained in this Prospectus is brought before a court in
an EEA State, the plaintiff investor may, under the national legislation of the EEA State where
the claim is brought, have to bear the costs of translating the Prospectus before the legal
proceedings are initiated. Civil liability may attach to the Issuer or any other person liable in
respect of this summary, including any translation thereof, but only if the summary is
misleading, inaccurate or inconsistent when read together with the other parts of this
Prospectus.
Capitalised expressions used in this summary have the meanings given in the Terms and
Conditions of the Notes and in the Final Terms as set out on page 34 et seqq (the "Terms and
Conditions").
The Notes
Denominations of Notes
Notes will be issued in such denominations as may be agreed by the Issuer and the relevant
Dealer(s) and specified in the relevant Final Terms, save that the minimum denomination of
the Notes will be Euro 1,000 or, if any currency other than Euro, in an amount in such other
currency equal to or exceeding the equivalent of Euro 1,000 at the time of the issue of the
Notes.
Maturities
The Notes will not have a minimum maturity.
Form of Notes
The Notes are bearer Notes. Each Series of Notes in bearer form will be represented by a
global note in bearer form without interest coupons.
The Global Notes relating to the Notes will be deposited with or on behalf of OeKB (and if so
deposited may be settled through Euroclear and Clearstream, Luxembourg) or with or on
behalf of the Issuer or may be held by investors until all obligations of the Issuer under the
Notes have been satisfied. The Noteholders will receive co-ownership participations or rights
in the Global Note that are transferable in accordance with the general business conditions
and provisions of the central securities depositary and in accordance with the applicable laws.
Single issues and tap issues
Issues of Notes may be single issues (Einzelemissionen) where the Notes may be subscribed
during a fixed subscription period, or tap issues (Daueremissionen), where Notes are
available for subscription during substantially the whole (or part of the) term of the Notes at
the discretion of the Issuer.
Issue Price
Notes may be issued at their principal amount or at a discount or premium thereto.
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The issue price for Notes issued in tap issues is determined in the Final Terms at the start of
their term and thereafter fixed by the Issuer continuously according to market conditions
prevailing from time to time. In case of tap issues, the aggregated number of the outstanding
Notes may increase from time to time upon subscriptions being made, and the Issuer will in
such case specify the upper limit of the aggregate number of the Notes in the Final Terms.
Interest
Fixed interest will be payable in arrear on the date or dates in each year specified in the
relevant Final Terms, floating rate Notes will bear interest set separately for each Series as
specified in the relevant part of the Final Terms and zero coupon Notes may be issued at their
principal amount or at a discount to it and will not bear interest.
Redemption
The Notes will be redeemed at their maturity according to the relevant Final Terms.
An early redemption by the Issuer is only possible if this is set out it the Final Terms. Investors
may not redeem the Notes prior to their maturity.
Excluding the Noteholders' right to redeem Notes prior to their maturity is often a precondition
for the Issuer being able to hedge its exposure under the Notes. Thus, without early
redemption by Noteholders being excluded, the Issuer would not be able to issue Notes at all,
or the Issuer would factor the potential hedging break costs into the redemption amount of the
Notes, thus reducing the yield investors receive from the Notes. Investors should therefore
carefully consider whether they think that a right of early redemption only for the Issuer would
be to their detriment, and should, if they think that this is the case, not invest in the Notes.
Governing law
The Notes shall be governed by Austrian law excluding its conflict of laws rules.
Use of Proceeds
The net proceeds from the issue of Notes will be used by ERSTE Foundation for its general
funding and refinancing purposes and to achieve its foundation aim.
Risk factors relating to the Notes
Each of the risks highlighted below could have a material adverse effect on the investors and
on the amount of principal and interest which investors will receive in respect of the Notes. In
addition, each of the risks highlighted below could adversely affect the trading price of the
Notes and/or the rights of investors under the Notes and, as a result, investors could lose
some or all of their investment. Prospective investors should note that the risks described
below are not the only risks relating to the Notes. There may be additional risks which could
adversely affect the trading price of the Notes held by the investors or the amount of principal
and interest which investors receive could be less than expected.
The Notes may not be a suitable investment for all investors
The decision of potential investors to subscribe to the Notes should be based on an
assessment of their personal circumstances and income, investment expectations, and
awareness of the long-term nature of the investment. Investors should be clear about whether
the Notes meet their needs. If investors do not understand the risks associated with the Notes
or the terms of the Notes or are unable to assess the risk associated with them, they should
seek expert advice before making an investment decision.
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Credit Risk
Credit risk is the risk that the Issuer may not be able to make interest or principal payments,
partially or wholly, under the Notes.
Credit Spread Risk
Investors who are investing in the Notes assume the risk that the credit spread (which means
the margin payable by the Issuer to the holder of a Note as a premium for the credit risk) of
the Issuer changes.
Inflation Risk
Inflation risk is the risk that currency depreciation in the future may reduce the real yield of an
investment.
Liquidity Risk
There can be no assurance that a liquid secondary market for the Notes will develop or, if it
does develop, that it will continue to exist. In an illiquid market, investors may not be able to
sell their Notes at fair market prices.
Market Price Risk
Noteholders may be exposed to a market price risk when selling the Notes. The historical
price of the Notes is not an indication for future price developments of the Notes and must not
used as such.
Risk of Early Redemption
In the event that Notes are redeemed prior to their maturity, holders of such Notes may be
exposed to risks, including the risk that their investments will have a lower than expected yield
(Risk of Early Redemption).
Reinvestment Risk
There is a risk that Noteholders may not be able to reinvest proceeds from the Notes in such
a way that they receive the same rate of return.
Fixed Rate Notes
Holders of Fixed Rate Notes are exposed to the risk that the price of such Notes falls as a
result of changes in the market interest rate.
Floating Rate Notes
Holders of Floating Rate Notes may be exposed to the risk of fluctuating interest rate levels
and uncertain interest income. Floating Rate Notes may include multipliers or other leverage
factors, or caps or floors, or any combination of such features or of features of a similar kind.
The market value for Floating Rate Notes structured in such manner may be more volatile
than that of Floating Rate Notes that do not have such features.
Inverse/Reverse Floaters
The market value of Inverse/Reverse Floating Rate Notes is more volatile than the market
value of other more conventional floating rate notes based on the same reference rate.
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Zero-Coupon Notes
Changes in market interest rates have a substantially stronger impact on the prices of Zero
Coupon Notes than on the prices of ordinary notes.
Structured Notes
An investment in Notes under which the premium and/or the interest and/or the redemption
amount is determined by reference to one or more formula, either directly or inversely, may
entail significant risks not associated with similar investments in conventional Notes. Such
risks include the risks that the holder of such Notes will receive no interest at all or that the
resulting interest rate will be less than that payable on a conventional debt security at the
same time and/or that the holder of such Notes could lose all or a substantial portion of the
redemption amount of the Notes. In addition, investors should be aware that the market price
of such Notes may be very volatile. In general, structured Notes generate a specific cash flow.
The Terms and Conditions for the Notes set out under which requirements, to which date and
to which amount the interest or/and redemption amounts are/will be payable. If the agreed
conditions do not occur, the real cash flow may substantially differ from the expected cash
flow.
Risks relating to Caps
In the case of a cap, a Noteholder will not be able to benefit from any favourable development
beyond the cap.
Purchase on credit - debt financing
If a loan or credit is used to finance the acquisition of the Notes and the Notes subsequently
go into default, or if their trading price diminishes significantly, the investor may not only incur
a loss on the investment but will also have to repay the loan and interest payable thereon.
Incidental costs
Incidental costs associated with the purchase and sale of the Notes may have a significant
impact on the potential return on the Notes.
Clearing Risk
Investors have to rely on the functionality of the relevant clearing system.
Taxation
Prospective investors should contact their own tax advisors for advice on the tax impact of an
investment in the Notes which may differ from the general description of tax impacts on
investors.
Applicable law and changes in applicable laws or in tax legislation
The Notes are governed by Austrian law, and changes in applicable laws, regulations,
regulatory policies or tax legislation may have an adverse effect on the Issuer, the Notes and
the investors.
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Business of ERSTE Foundation
DIE ERSTE österreichische Spar-Casse Privatstiftung ("ERSTE Foundation") is the legal
successor to "Erste oesterreichische Spar-Casse" founded in 1819. Based on its assets, it is
one of the largest non-profit foundations in the German-speaking region:
According to the statistics compiled by the Bundesverband deutscher Stiftungen ("Die
größten Stiftungen privaten Rechts nach Vermögen", 2010), ERSTE Foundation is among the
ten largest foundations mentioned by the statistics measured on assets (based on the
financial year 2010).
DIE ERSTE österreichische Spar-Casse Privatstiftung is a private foundation under Austrian
law and is registered in the Companies Register under FN 72984 f, Commercial Court
Vienna. Its registered office is at Friedrichstrasse 10, 1010 Vienna, Austria. The phone
number is +43 50 100 15100.
The administrative and supervisory bodies of ERSTE Foundation comprise five members of
the Management Board and eight members of the Supervisory Board.
ERSTE Foundation controls currently 25.63% of the ordinary shares of Erste Group Bank AG
("Erste Group Bank") and is therefore the largest principal shareholder of Erste Group Bank.
In its enlarged home market in Central and Eastern Europe, Czech Republic, Romania,
Slovak Republic, Hungary, Croatia, Serbia and the Ukraine, Erste Group Bank and its
subsidiaries and investment companies in their entirety (together the "Erste Group") is one of
the leading banking groups in the retail business. As of 30 September 2011, Erste Group had
around 17.2 million customers and total assets of EUR 216.1 billion on a consolidated basis.
As of 30 September 2011, Erste Group employed 50,901 persons with a network of more
than 3,200 branch offices worldwide.
A share of the income earned on the equity investments of ERSTE Foundation is invested in
the non-profit projects developed by ERSTE Foundation and its partners. The objective of
ERSTE Foundation is to establish its three main areas of focus – social development, culture
and Europe – by carrying out large, sustainable projects in Central and Southeast Europe as
well as to enlarge its scope of action. In the limelight are initiatives and projects that (i) help to
improve the quality how people live together in the region, (ii) promote a conception of cultural
openness, and projects that (iii) aim to reinforce the European unification process in the
region. In 2009, some EUR 6.0 million were approved for a total of 125 projects. In 2010,
some EUR 5.8 million were approved for a total of 167 projects.
The total assets of ERSTE Foundation as of 31 December 2010 were EUR 1,713 million,
which was EUR 200 million higher than the previous year. The foundation net assets
(Stiftungsvermögen) of ERSTE Foundation amounted to EUR 282,931,679.16 (excluding
hidden reserves) as of 31 December 2010.
As of 31 December 2009, ERSTE Foundation had 26 employees and as of 31 December
2010, the figure rose to 29 employees.
Financial Information
The source of the financial information given below is the audited annual financial statements
of ERSTE Foundation for the financial years ending on 31 December 2010 and 31 December
2009.
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2010 2009
In € millions
(rounded)
Total assets 1,713 1,513
Net interest income -54 -49
Profit for the year before taxes 17 9
Profit for the year (after taxes) 16 9
Foundation net assets (capital and revenue reserves) 283 273
Risk Factors relating to the Issuer
The Issuer may be exposed to the following risks which must be carefully considered together
with the other information in this prospectus before reaching an investment decision.
Prospective investors should bear in mind that the risks described below are not the only risks
that the Issuer may be exposed to. Below the Issuer describes only the risks in connection
with the business, revenue and financial position of the Issuer and its future prospects of
which it is currently aware and that are considered to be material. There may be additional
risks that the Issuer currently considers not to be material or of which it is not currently aware,
and any of these risks could have the effects described above.
� Market risks may result in an impairment of the assets of the Issuer and have a
negative influence on the business, revenue position and financial position of the
Issuer (Market Risk)
� The Issuer’s income depends on the dividends distributed by Erste Group Bank
� There is a risk that the Issuer may not have the funds it needs to fulfil its payment
obligations to a sufficient extent or that it can only obtain these funds at less
favourable conditions (Liquidity Risk)
� The Issuer is subject to the risk of changes in prevailing interest rates (Interest Rate
Risk)
� The Issuer is exposed to the risk that existing liabilities may not be covered upon
maturity or may not be refinanced
� Payment default, discontinued payments or credit downgrades of the Issuer‘s
counterparties may result in losses (Default Risk)
� The loss of key personnel may have a materially adverse effect on the business
activities of the Issuer
� Changes in legal and taxation conditions may have a negative effect on the Issuer
� In the development and execution of its projects, the Issuer is dependent on
cooperation partners
Page 14

Risk Factors arising from Erste Group's business operations
The Issuer is the principal shareholder of Erste Group Bank and controls a stake of 25.63% of
the share capital. The Issuer's business and a major portion of its interest payments from
loans taken out and interest rate derivatives are financed by the dividend income from the
shares in Erste Group Bank. The Issuer is exposed to the risks of a shareholder with respect
to Erste Group Bank. Therefore, ERSTE Foundation has a high exposure to the risks of the
business operations of Erste Group Bank (and its consolidated affiliates, together the “Erste
Group” or the "Group"). In particular, the risk factors mentioned below in connection with
Erste Group may, if they materialize, have materially adverse effects on the liquidity,
business, revenue position and financial position of the Issuer and may result in a worst case
scenario in the total loss of the capital invested under the Notes.
� The recent global financial and economic crisis and the current sovereign debt crisis
have had and may continue to have a material adverse effect on the Erste Group and
its markets
� As a consequence of the recent financial crisis and economic downturn, the Erste
Group is experiencing a deterioration in credit quality
� Market risks may result in an impairment of the assets of the Erste Group and have a
negative effect on the business, results of operations and financial position (Market
Risk)
� The members of the Erste Group are exposed to substantial counterparty default risk
and credit risk. The development of operating performance of the Erste Group, credit
default rates, write-downs and impairment losses may have a negative effect on the
development of its results (Credit Risk)
� Interest rate fluctuations may adversely affect the results of the Erste Group
� As a large part of the activities, assets and customers of the Erste Group are
concentrated in countries in Central and Eastern Europe that are not part of the Euro-
Zone, the Erste Group is exposed to currency risk
� The members of the Erste Group are subject to liquidity risk
� The members of the Erste Group in CEE are subject to the higher political and
economic risks related to the respective countries
� Changes in existing or new laws (including tax laws) and/or regulations and/or
accounting standards in the countries in which the Erste Group operates may have a
material impact on its results of operations
� The Erste Group is exposed to various operating risks especially the risk of default or
of a malfunction of its IT systems
� Competition is fierce in the countries in which the Erste Group operates and it may
become even fiercer in the future
� There is a risk that a rating agency may suspend, downgrade or withdraw the rating
of Erste Group Bank and that such action might negatively affect the market value
and the price of the Notes
� The risk management strategies and procedures of the Erste Group may expose it to
unidentified or unexpected risks
Page 15

� The Erste Group may be required to provide financial support to troubled banks within
the cross-guarantee system (Haftungsverbund) or to other banks and which could
result in significant costs and a diversion of resources from other activities
� The Erste Group could be required to make further write-downs on its balance sheet
in the carrying value of goodwill and related assets resulting from previous
acquisitions
� Agreements with the Republic of Austria may negatively affect the business of Erste
Group Bank and Erste Bank der oesterreichischen Sparkassen AG
� The loss of key staff may have a material adverse effect on the business of the Erste
Group
Details on the risk factors are given as of page 17.
Page 16

RISK FACTORS
Prospective investors should carefully consider the risks set forth below and the other
information contained in this Prospectus prior to making any investment decision with respect
to the Notes. Each of the risks highlighted below could have a material adverse effect on the
Issuer’s and the Group’s business, results of operations and financial position or prospects
which, in turn, could have a material adverse effect on the amount of principal and interest
which investors will receive in respect of the Notes. In addition, each of the risks highlighted
below could adversely affect the trading price of the Notes or the rights of investors under the
Notes and, as a result, investors could lose some or all of their investment.
Prospective investors should note that the risks described below are not the only risks that the
Issuer and its Group are exposed to. The Issuer describes in this chapter only those risks
relating to the Issuer’s and its Group’s business, results of operations and financial position or
prospects of which it is currently aware and which it considers to be material. There may be
additional risks of which the Issuer is currently not aware or which it currently does not
consider to be material, and any of these risks could have the effects set forth above.
Before taking the decision to invest in Notes, prospective investors should carry out their own
careful analysis, including specifically their own financial, legal and tax analysis, as the
assessment of whether an investment in Notes is suitable for prospective investors depends
on their financial and general situation as well as on the terms of the Notes concerned.
Investors who have inadequate experience in financial, business and investment matters and
are therefore unable to take such a decision should seek expert advice from their financial
advisors before taking any decision regarding the suitability of an investment in the Notes.
Unless otherwise indicated in this chapter, all references to the Issuer are also references to
other entities of the Group as well as to the Group in its entirety.
Risks Factors relating to the Issuer
Market risks may lead to a deterioration of the Issuer’s assets and could adversely
affect its business, it financial position, and its results of operations (Market Risk)
Fluctuations in the debt and equity markets may affect the market value of the Issuer’s
assets. This applies specifically to the valuation of the Issuer’s interest in Erste Group Bank.
The Issuer is the principal shareholder of Erste Group Bank and the shares of Erste Group
Bank are the most important asset of ERSTE Foundation. Therefore, it is exposed to the risk
of fluctuations in the price of Erste Group Bank's shares. Fluctuations in the price of Erste
Group Bank's shares may be caused by the development of the business and the valuation of
Erste Group (see detailed information about the risks to which the business operations of
Erste Group are exposed, all of which may have a material influence on the trading price of
Erste Group Bank shares, starting on page 19) but also by economic and political
developments, volatility in national and international equity markets at large, as well as
completely irrational factors.
A materialisation of these risks could have a material adverse impact on the Issuer’s financial
position and results of operations and, thereby, its ability to meet its payment obligations
under the Notes.
The Issuer’s income depends on dividends distributed by Erste Group Bank
The Issuer’s most important asset is its shareholding in Erste Group Bank. The Issuer’s
income depends on the ability of Erste Group Bank to pay dividends. If the Issuer does not
receive any (or insufficient) dividend income from its holding in Erste Group Bank over a
longer period of time, this would have material adverse effects on its business, liquidity and
results of operations (for risk information about Erste Group see below, from page 19) and
could, in a worst case scenario, lead to the insolvency of the Issuer.
Page 17

Furthermore, if Erste Group would be required to hold more capital and/or capital of better
quality (e.g. because of the implementation of Basel III or tighter capital requirements
imposed by the regulator), Erste Group would be required to dispose of assets and/or to raise
capital and/or to retain profits. Raising new capital could result in a dilution of the Issuer's
shareholding in Erste Group Bank which could reduce the Issuer's dividend income and the
value of the shares held by the Issuer (because it loses minority voting rights). If Erste Group
Bank retains profits to comply with increased capital requirements, it would not distribute
dividends which could materially adversely affect the Issuer. In addition, if the Issuer would
not be able to participate in a capital increase of Erste Group Bank, there is a risk that the
Issuer's voting rights in Erste Group Bank would drop below 15% and therefore the Issuer
would have to be liquidated pursuant to the provisions of the statutes of the Issuer, unless the
statutes of the Issuer would be amended accordingly.
All this may adversely affect the Issuer's financial and assets position.
There is a risk that the Issuer will not have sufficient funds at its disposal for meeting
its payment obligations or that such funds can be procured only at less favourable
terms (Liquidity Risk)
The Issuer is subject to liquidity risks which may materialise in the event of a mismatch of
cash inflows and outflows. Failure to adequately manage these risks may adversely affect the
Issuer's ability to meet its payment obligations under the Notes issued under this programme.
The Issuer will fund a material part of its interest payments under its borrowings from dividend
income from its interest in Erste Group Bank. If Erste Group Bank does not distribute
dividends in amounts adequate to service liabilities to third parties, this will have material
adverse effects on the Issuer's business, liquidity and results of operations (for risk
information about the operations of Erste Group see below, from page 19).
The Issuer is exposed to the risk of interest rate changes (Interest Risk)
The Issuer pays interest to its creditors. If the market interest rate rises, the amounts paid by
the Issuer to its creditors rise as well. This may adversely affect the Issuer’s liquidity but also
its financial and assets position.
The Issuer is exposed to the risk that existing liabilities cannot be settled or refinanced
at maturity
The Issuer has funded the purchase of shares of Erste Group Bank by borrowings from
various credit institutions. If the Issuer is unable to repay these loans (or other existing
liabilities) at maturity or to refinance them by new loans, this could have material adverse
effects on its operations, financial position and results of operations and on the Issuer’s ability
to make payments under the Notes.
Payment default, suspension of payments or deterioration in the creditworthiness of
the Issuer's counterparties may lead to losses (Credit Risk)
The Issuer is exposed to counterparty and credit risks. Third parties that owe the Issuer
money or other assets may fail to meet their obligations towards the Issuer due to insolvency,
lack of liquidity, deterioration of creditworthiness, economic downturns, operational problems
or for other reasons.
The loss of key personnel may have a materially adverse impact on the Issuer’s
operations
The Issuer’s key personnel, including members of the Management Board and other
members of the Issuer's top management have a material influence on the development and
Page 18

implementation of the Issuer's strategies. Loss or failure to recruit and keep key personnel
could have a material adverse effect on the Issuer's operations.
Changes in the legal and taxation conditions may adversely affect the Issuer
In Austria and in other countries in which the Issuer operates it is subject to the relevant
national and international laws and treaties. Changes in existing laws and/or regulations
and/or tax rules in countries in which the Issuer operates may have material adverse effects
on the Issuer's business, financial position and results of operations.
In the development and execution of its projects the Issuer is dependent on
cooperation partners
In the development and execution of its projects, the Issuer is dependent on cooperation
partners. Due to this dependency there is a risk that in case of misconduct of the cooperation
partners, projects cannot be implemented as planned or only with delay. This may have
financially adverse effects on the Issuer and may also adversely affect the Issuer's reputation.
Risk factors arising from the Erste Group’s business operations
The Issuer is the Erste Group Bank’s principal shareholder and controls 25.63% of the share
capital. The Issuer’s business operations and a material part of its interest payments on
borrowings and interest rate derivatives is funded through dividend income from its
investment in Erste Group Bank. With regard to Erste Group Bank, the Issuer is exposed to
the risks of a shareholder. Therefore, ERSTE Foundation (through its shareholding in Erste
Group Bank) has a substantial exposure to risks resulting from the business operations of
Erste Group Bank (and its consolidated subsidiaries, together the "Erste Group”). Especially
the risk factors set out below in connection with the Erste Group, in the event of their
materialisation, may have considerable negative effects on the Issuer’s liquidity, business,
results of operations, and financial position and may result in a worst case scenario in the
total loss of the capital invested under the Notes.
The recent global financial and economic crisis and the current sovereign debt crisis
have had and are likely to continue to have a material adverse effect on the Erste
Group and its markets
Extreme volatility and the downturn in global capital and credit markets from mid-2007
through the first half of the year 2009 have had a material adverse effect on the international
banking sector. These conditions reduced the availability of private financing for both financial
institutions and their customers, compelling many financial institutions to seek liquidity from
governments and central banks. The lack of confidence in the international financial markets
and worsening economic conditions have had adversely affected Erste Group's business and
results of operations and may still have adverse effects on its financial condition in the future
as Erste Group must expect inter alia higher default rates of borrowers.
Banks are also faced with the turmoil that is caused by the European sovereign debt crises
that commenced in the first half of 2010 and which is continuing and worsening. The new
flare-up in the European sovereign debt crisis in 2011 might lead to further impairments and
write-offs of European sovereign debt for market participants, in particular banks and other
financial institutions, adversely affecting the financial position of these market participants,
thereby causing market disruptions, volatility, contractions of lending, nationalisations, and in
a worst case scenario, bankruptcies. All this could have a materially adverse effect on the
economy as a whole, thereby seriously affecting Erste Group's business, and may also cause
unexpected currency fluctuations. It is expected that the difficult conditions in the international
financial markets and economic conditions in the countries where Erste Group has operations
will not improve significantly in the near future. If this happens to be true, it can be expected
Page 19

that Erste Group will experience a materially adverse effect on its ability to access capital and
on its business, financial condition and results of operations.
As a consequence of the recent financial crisis and economic downturn, the Erste
Group is experiencing a deterioration in credit quality
As a consequence of the recent financial crisis and the economic downturn connected by the
current sovereign debt crises, the decline in consumer spending, the rise in unemployment
and the loss in value of private and commercial assets in certain regions have had and will
likely have in the future adverse effects on credit quality. The Erste Group is exposed to the
credit risk of borrowers if they are unable to meet their obligations under the credit contracts
and the collateral furnished is inadequate. As a significant portion of the Erste Group's lending
to consumers outside the euro zone is in foreign currency, the Erste Group and its customers
are exposed to foreign currency risks that may adversely affect its business and its operating
results. Due to the currency fluctuation caused by the current sovereign debt crises, the cost
of foreign-currency loans has increased substantially. As a result, the risk costs of the Erste
Group for non-performing loans have risen significantly and have had an adverse effect on
the financial position and the operating results of the Erste Group. In view of the uncertainty
regarding the pace and scope of the economic downturn as well as the timing of a potential
upturn it is very difficult to assess the extent to which credit quality will deteriorate and the
number of non-performing loans will increase. Under the current economic situation the
deterioration of credit quality could continue and even intensify despite the current
improvement in economic conditions and the business climate if the economic recovery is not
strong enough. Unforeseeable political developments or a lack of liquidity in the economies of
the CEE countries may also result in credit write-downs that might exceed the maximum
losses projected by risk management.
All of the above mentioned factors have and in future periods may have material adverse
effects on the Erste Group's operating results, financial position, and income.
Market risks may result in an impairment of the assets of the Erste Group and have a
negative effect on the business, results of operations and financial position (Market
Risk)
Fluctuations in the debt and equity markets may affect the market value and the liquidity of
Erste Group Bank and of the Erste Group's assets. The value of the Erste Group’s real estate
holdings is likewise subject to price fluctuations in the real estate market. Such developments
may adversely affect the Erste Group's income from investment banking and securities
trading and could affect its financial position and results of operations and, consequently, its
ability to meet its payment obligations under the Notes. In addition, the value of collateral
(such as securities, land, etc.) may decline and there is the risk that in the case of borrowers’
defaults the collateral may not be sufficient to cover the losses sustained by the Erste Group.
The members of the Erste Group are exposed to substantial counterparty default risk
and credit risk. The development of operating performance of the Erste Group, credit
default rates, write-downs and impairment losses may have a negative effect on the
development of its results (Credit Risk)
The Erste Group is exposed to a variety of counterparty and credit risks. Third parties that
owe members of the Erste Group money, securities or other assets may not be able to
perform their payment or other obligations due to insolvency, lack of liquidity, economic
downturns or falls in real estate values, operational failure or for other reasons.
The development of the Erste Group's operating performance, loan default levels or writedowns
and impairments could adversely affect its results and may result in capital
requirements that could constrain its operations, reducing the Issuer's ability to service
payment obligations under the Notes and potentially adversely affecting the trading price of
the Notes.
Page 20

Interest rate fluctuations may adversely affect the results of the Erste Group
Changes in interest rates (including changes in the difference between the levels of short-
and long-term rates) may adversely affect the Erste Group's operating result and costs of
funding.
As a large part of the activities, assets and customers of the Erste Group are
concentrated in countries in Central and Eastern Europe that are not part of the Euro-
Zone, the Erste Group is exposed to currency risk
A large part of the Erste Group's operations, assets and customers are located in Central and
Eastern European countries that are not part of the Euro-Zone, and financial transactions in
currencies other than the Euro give rise to foreign currency risks that may have material
adverse effects on the Erste Group's business, results of operations and financial position or
prospects and, consequently, material adverse effects on payments of principal and interest
to investors under the Notes.
The members of the Erste Group are subject to liquidity risk
The members of the Erste Group are subject to liquidity risks which may materialise in the
event of a mismatch of cash inflows and outflows. In addition, there may be the risk that the
Erste Group may not or not sufficiently be able to cover its liquidity needs from outside
sources, e.g. if the procurement of liquidity from the ECB is limited or made impossible by a
change in the conditions governing collateral. Failure to adequate management of this
liquidity risk or the lack of suitable collateral for ECB purposes could adversely affect the
Erste Group’s business, financial position and revenue position.
The members of the Erste Group in CEE are subject to the higher political and
economic risks related to the respective countries
The Erste Group has members in a number of Central and East European countries and
generates a large part of its income in this region. As a result, the operations of the Erste
Group are exposed to risks common to all regions undergoing rapid political, economic and
social change, including currency fluctuations, exchange control restrictions, an evolving
regulatory environment as well as the risk of inflation, economic recession, local market
disruption, and labour unrest. Recession, deflation, hyper-inflation or similar macroeconomic
events that might be triggered by the current financial and economic crisis would result in a
rise in customer defaults, which would reduce the income of the Erste Group. The occurrence
of one or several of such events may adversely affect the ability of the Issuer’s clients or
counterparties located in the affected country or region to obtain foreign exchange or credit
and, consequently, their ability to meet their payment obligations towards the members of the
Erste Group. These risks could have an adverse effect on the operations of Erste Group.
The biggest risk for the banking sector in the CEE region is the drying up of capital inflows
from Western Europe. Those CEE countries that struggle with major external imbalances rely
on these inflows in funding their current account deficits and/or their debt service. In these
countries, the drying up of external funding sources could have a direct knock-on effect on
domestic lending. Even those CEE countries that do not have major balance of payments
imbalances are dependent on their foreign export markets. As exports have declined
substantially, the real economy has suffered severe economic contraction in these countries,
which has led to significantly higher unemployment and reduced consumer and corporate
spending. Negative domestic sentiment and more restrictive lending policies impair
investment activity and consumption. In addition, the substantial depreciation of a number of
local currencies has made it more difficult for borrowers to repay loans denominated in foreign
currency. At the same time, interest rates on loans extended in local currency can hardly be
lowered because of poor refinancing options and depreciating local currencies.
Page 21

Changes in existing or new laws (including tax laws) and/or regulations and/or
accounting standards in the countries in which the Erste Group operates may have a
material effect on its operating result
Changes in existing laws and/or regulations and/or accounting standards, especially with
regard to financial services, securities products and other transactions carried out by the
Erste Group in the countries in which the Erste Group operates, may have a material effect on
the operations of the Erste Group. Newly introduced tax laws (in some jurisdictions
specifically designed to apply to credit institutions) may increase the tax burden of members
of the Erste Group or the Erste Group as a whole, thereby affecting their profitability.
Furthermore, apart from changes in the economic environment, the implementation of new
regulations, such as the introduction of a new framework for capital adequacy rules –
commonly known as Basel III – or changes in accounting standards and/or their application
may adversely affect the Erste Group’s operations as the implementation of and compliance
with such rules may result in costs that currently cannot be definitively determined. The
implementation of the finalised Basel III framework could require additional capital (or capital
of higher quality, thereby increasing funding costs) to be injected into the members of Erste
Group, or require Erste Group to enter into business transactions that are not otherwise part
of its current group strategy. They might also prevent Erste Group from continuing current
lines of operations, restrict the types or volumes of transactions Erste Group may enter into,
limit the payment of dividends by members of Erste Group to Erste Bank, or set limits on or
require the modification of rates or fees that Erste Group charges on loans or other financial
products. Erste Group may also face substantially increased compliance costs and material
limitations on its ability to pursue business opportunities.
Changes in laws, regulations or accounting standards and administrative practices in markets
in which Erste Group operates may have an adverse effect on its financial position and results
of operations.
The Erste Group is exposed to various operating risks especially the risk of default or
of a malfunction of its IT systems
Banks and their operations rely increasingly on highly complex information technology
systems ("IT systems"). IT systems are vulnerable to a number of problems, such as
computer virus infection, malicious hacking, physical damage to vital IT centres as well as
software or hardware malfunctions. Further operational risks derive from the inadequacy or
failure of internal procedures, staff, systems, and external events. Failure to manage such
risks may affect the Erste Group's financial position and results of operations.
Competition is fierce in the countries in which the Erste Group operates and it may
become even fiercer in the future
International banks such as the members of the Erste Group are subject to sharp competition,
which is expected to intensify even further in the future. Apart from local competitors,
international banks may enter the banking market in Austria and Central and Eastern Europe,
thus increasing the pressure on the Erste Group’s profit margins.
There is a risk that a rating agency may suspend, downgrade or withdraw the rating of
Erste Group Bank and that such action might negatively affect the market value and
the price of the Notes
A rating is a rating agency’s assessment of the credit standing of an issuer, i.e. a forecast or
an indicator of potential credit losses due to insolvency, delays in payment or incomplete
payments to investors. It is not a recommendation to buy, sell or hold securities. The rating
agency may, in particular, suspend, downgrade or withdraw a rating. Such suspension,
downgrading or withdrawal may have an adverse effect on the market value and trading price
Page 22

of the Notes. A downgrading of the rating may also restrict access to funding and,
consequently, increase refinancing costs.
The risk management strategies and procedures of the Erste Group may expose it to
unidentified or unexpected risks
There is the risk that the risk management strategies and procedures employed by the Erste
Group in dealing with credit risk, country risk, market risk, liquidity risk and operational risk
may be inadequate or even unsuitable. Circumstances may arise that the Erste Group has
not been able to factor in, foresee or assess correctly in the development of its statistical
models. As a result of such circumstances, the losses of the Erste Group may exceed the
maximum losses calculated under its risk management system. The Erste Group’s risk
management system does not take into account all risks and market conditions. If measures
used to assess and contain risks prove inadequate, this may lead to unexpected losses for
the Erste Group, which will have material adverse effects on its business, financial position
and results of operations.
The Erste Group may be required to provide financial support to troubled banks within
the cross-guarantee system (Haftungsverbund) or to other banks and which could
result in significant costs and a diversion of resources from other activities
The Haftungsverbund (cross-guarantee system) was established in 2002 on the basis of a set
of agreements among the majority of Austrian savings banks and Erste Group Bank. The
purpose of the Haftungsverbund is the development of a joint early-warning system designed
to identify financial problems at savings banks being members and to provide support to
troubled savings banks. As a member of the Haftungsverbund, Erste Group Bank may be
forced to provide liquidity or other financial support if a member of the Haftungsverbund
encounters financial problems or becomes insolvent.
If a large bank or other financial institution has material liquidity problems in Austria or in CEE
countries in which the Erste Group operates or if there is a risk that it may be unable to settle
its liabilities or otherwise become insolvent, a government could impose on Erste Group Bank
or the members of the Erste Group an obligation to provide financing or guarantees for
liabilities in order to secure the continued existence of such financial institutions.
Such support measures could result in significant costs and could therefore have adverse
effects on Erste Group Bank. This could also result in the need for Erste Group Bank to divert
its resources from other activities in a way and in a manner that could have material adverse
effects on its business, financial position, and results of operations.
The Erste Group could be required to make further write-downs on its balance sheet in
the carrying value of goodwill and related assets resulting from previous acquisitions
Goodwill is measured once a year or whenever circumstances arise that might impair
goodwill. There is therefore the risk that the book value of goodwill from previous acquisitions
may be reduced as a consequence of the economic downturn, slower economic growth or
increased competition. A reduction of goodwill could result in write-downs of goodwill in the
balance sheet of the Erste Group and would thus have adverse effects on its operating results
in this period, its assets, its equity, and its ability to pay dividends.
Agreements with the Republic of Austria may negatively affect the business of Erste
Group Bank and Erste Bank der oesterreichischen Sparkassen AG
On 26 February 2009, Erste Group Bank and Erste Bank der oesterreichische Sparkassen
AG signed an agreement with the Republic of Austria under which the Republic agreed to
provide tier-1 capital. Under agreements with the Republic of Austria, certain covenants and
undertakings and contractual restrictions (e.g. with regard to the management, the payment of
bonuses to managers, etc.) were imposed on Erste Group Bank and Erste Bank der
Page 23

oesterreichischen Sparkassen AG. If Erste Group Bank and Erste Bank der oesterreichischen
Sparkassen AG are unable to comply with such covenants and undertakings, the Republic of
Austria is entitled to enforce compliance with the terms of the agreements by taking legal
action and to levy contractual penalties. Agreements entered into with the Republic of Austria
could therefore adversely affect the business of Erste Group Bank and Erste Bank der
oesterreichischen Sparkassen AG.
The loss of key staff may have a material adverse effect on the business of the Erste
Group
Erste Group’s key personnel, including members of the Management Board and other senior
managers of the Erste Group members have a material influence on the development and
implementation of the Erste Group's strategies. Loss or failure to recruit and keep key
personnel could have a material adverse effect on Erste Group's business.
Risks relating to the Notes
The Notes may not be a suitable investment for all investors
The decision of potential investors to subscribe to the Notes should be based on an
assessment of their personal circumstances and income, investment expectations, and
awareness of the long-term nature of the investment. Investors should be clear about whether
the Notes meet their needs. If investors do not understand the risks associated with the Notes
or the terms of the Notes or are unable to assess the risk associated with them, they should
seek expert advice before making an investment decision.
Prospective investors intending to invest in Notes must determine the suitability of this
investment in light of their own circumstances. In particular, prospective investors should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the
relevant Notes, the merits and risks of investing in the relevant Notes and the information
contained or incorporated by reference in this Prospectus or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the
context of their personal financial situation, an investment in the relevant Notes as well as the
impact such investment will have on their overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an
investment in the relevant Notes, including where principal or interest is payable in one or
several currencies, or where the currency for principal or interest payments is different from
the potential investor’s currency;
(iv) understand thoroughly the terms of the relevant Notes and be familiar with the
behaviour of relevant indices and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible
scenarios for economic trends, interest rates and other factors that may affect their
investment and their ability to bear the respective risks.
Some Notes are complex financial instruments which may be purchased by investors as a
way to reduce risks or enhance yields by adding well understood, measured, and appropriate
risks to their overall portfolios. Prospective investors should not invest in Notes that are
complex financial instruments unless they have the expertise (either alone or with the help of
a financial adviser) to evaluate how the Notes will perform under changing conditions, the
resulting effects on the value of such Notes, and the impact such an investment may have on
their overall investment portfolios.
Page 24

Noteholders are exposed to the risk of partial or total failure of the Issuer to make
interest and/or redemption payments under the Notes (Credit Risk)
Investors are subject to the risk of a partial or total failure of the Issuer to make interest and/or
redemption payments that the Issuer is obliged to make under the Notes. The worse the
creditworthiness of the Issuer, the higher the risk of loss (see also the chapter on "Risk
Factors relating to the Issuer" above). A materialisation of the credit risk may result in partial
or total failure of the Issuer to make interest and/or redemption payments.
Investors in the Notes assume the risk that the credit spread of the Issuer changes
(Credit Spread Risk)
A credit spread is the margin payable by the Issuer to the holder of a Note as a premium for
the credit risk assumed. Credit spreads are offered and sold as premiums on current risk-free
interest rates or as discounts on the price.
Factors influencing the credit spreads include, among other things, the creditworthiness and
rating of the Issuer, the probability of default, the recovery rate, the remaining term to maturity
of the Note and obligations under collateral or guarantees or declarations as to any preferred
payment or subordination. The liquidity situation, the general level of interest rates, overall
economic developments, and the currency in which the relevant obligation is denominated
may also have a positive or negative effect.
Investors are exposed to the risk that the credit spread of the Issuer widens, which would
result in a decrease in the price of the Notes.
Currency depreciation (inflation) in the future may reduce the real yield of an
investment
Inflation risk is the possibility that the value of assets such as the Notes or income therefrom
will decrease as inflation reduces the purchasing power of a currency. Inflation reduces the
value of the yield. If the inflation rate exceeds the interest paid on the Notes, the yield on such
Notes will become negative.
There can be no assurance that a liquid secondary market for the Notes will develop
or, if it does develop, that it will continue to exist. In an illiquid market, investors may
not be able to sell their Notes at fair market prices (Liquidity Risk)
It remains in the discretion of the Issuer, whether an application will be made for admission of
the Programme and/or the Notes to regulated or unregulated markets or multilateral trading
systems. Currently, such an application is not planned. Therefore, there is a higher risk that a
liquid secondary market for the Notes will not develop.
Even if a liquid secondary market for the Notes develops, there can be no assurance that it
will continue to exist. Neither the Issuer nor Erste Group Bank (or any other member of the
Erste Group) is under any obligation to take back or purchase the Notes. Even if redemption
should be offered it may be discontinued at any time. In an illiquid market, investors may in
certain circumstances be unable to sell their Notes at any time at fair market prices or at
prices that will provide them with a yield that is comparable with similar investments for which
a developed secondary market exists. This applies in particular to Notes that are especially
sensitive to interest rate, currency or market risks, Notes that were designed for specific
investment objectives or strategies or structured to meet the investment requirements of
defined categories of investors. Such Notes would generally have a more limited secondary
market and more price volatility than conventional Notes. Illiquidity may have material adverse
effects on the market value of Notes. The possibility to sell the Notes might additionally be
restricted by country-specific reasons.
Page 25

Noteholders may be exposed to a market price risk when selling the Notes (Market
Price Risk)
The development of the market prices of the Notes depends on various factors, such as
changes in market interest rate levels, the policies of central banks, overall economic
developments, inflation rates and the lack of or excess demand for the relevant type of Note.
A holder of Notes is therefore exposed to the risk of an unfavourable development of the
market prices of the Notes that may materialise if holders sell the Notes prior to the final
maturity of such Notes. If a holder decides to hold the Notes until their final maturity, the
Notes will be redeemed at the amount set out in the relevant Final Terms.
Certain Notes may contain, or be combined with, an option, the price of which may be subject
to change and may thus influence the market price of such Notes. The option price (the option
premium) is influenced primarily by the difference between the price of the underlying asset
and the strike price, the time remaining for the option to be exercised, and the volatility of the
underlying asset. Affecting the option price to a lesser degree are factors such as interest
rates, market conditions, and the dividend rate of the underlying asset. Changes in the price
and in the volatility of the underlying asset strongly influence the option price. The value of an
option tends to decrease as its expiration date approaches and the option becomes worthless
after that date. The holder of such Notes is therefore exposed to the risk of an unfavourable
development of the price of the option contained in or combined with such Notes.
In the event that Notes are redeemed prior to their maturity, holders of such Notes may
be exposed to risks, including the risk that their investments will have a lower than
expected yield (Risk of Early Redemption)
The Final Terms show whether the Issuer has the right to call the Notes prior to maturity
(optional call right), if any, or whether the Notes will be subject to early redemption upon the
occurrence of an event specified in the Final Terms (an early redemption event). If the Issuer
redeems the Notes prior to maturity or the Notes are redeemed early due to an early
redemption event, the holders of such Notes are exposed to the risk that, due to early
redemption, their investments will have a lower yield than expected. The Issuer may exercise
its optional call right if the yield on comparable Notes in the capital markets falls, which means
that the investor may be able to reinvest the redemption proceeds only at a lower yield.
Investors should note that where the Terms and Conditions of the Notes provide for a right of
early redemption by the Issuer only, Noteholders usually receive a higher yield on their Notes
than they would if they were also granted a right to redeem the Notes early. Excluding the
Noteholders' right to redeem Notes prior to their maturity (general early redemption right) is
often a precondition for the Issuer being able to hedge its exposure under the Notes. Thus,
without early redemption by Noteholders being excluded, the Issuer would not be able to
issue Notes at all, or the Issuer would factor the potential hedging break costs into the
redemption amount of the Notes, thus reducing the yield investors receive from the Notes.
Investors should therefore carefully consider whether they think that a right of early
redemption only for the Issuer would be to their detriment and should, if they think that this is
the case, not invest in the Notes.
There is a risk that Noteholders may not be able to reinvest proceeds from the Notes in
such a way that they earn the same rate of return (Reinvestment Risk)
Noteholders may be subject to the risk that in the event of an early redemption interest or
dividends earned from an investment in the Notes cannot be reinvested in such a way that
they earn the same rate of return as the redeemed Notes.
Page 26

Holders of Fixed Rate Notes are exposed to the risk that the price of such Notes falls
as a result of changes in the market interest rate
Holders of Fixed Rate Notes are exposed to the risk that the price of such Notes may fall as a
result of changes in the market interest rate. While the nominal interest rate of Fixed Rate
Notes as specified in the Final Terms is fixed during the life of such Notes, the current interest
rate on the capital market for issues of the same maturity typically changes on a daily basis.
As the market interest rate changes, the price of Fixed Rate Notes also changes, but usually
in the opposite direction. If the market interest rate increases, the price of Fixed Rate Notes
typically falls until the yield of such Notes is approximately equal to the market interest rate. If
the market interest rate falls, the price of Fixed Rate Notes typically increases until the yield of
such Notes is approximately equal to the market interest rate.
If the holder of Fixed Rate Notes holds such Notes until maturity, changes in the market
interest rate are without relevance to such holder as the Notes will finally be redeemed at the
specified redemption amount, which is usually the nominal amount of such Notes. The same
risk applies to Step-Up Notes (with rising interest rates) and Step-Down Notes (with falling
interest rates) if the market interest rates in respect of comparable Notes are higher than the
rates applicable to such Notes.
Holders of Floating Rate Notes may be exposed to the risk of fluctuating interest rate
levels and uncertain interest income
Floating Rate Notes tend to be volatile investments. A holder of Floating Rate Notes is
exposed to the risk of fluctuating interest rate levels and uncertain interest income.
Fluctuating interest rate levels make it impossible to determine the return of Floating Rate
Notes in advance.
If Floating Rate Notes are structured to include multipliers or other leverage factors, or caps
or floors, or any combination of such features or of features of a similar kind, the market value
may be more volatile than that of Floating Rate Notes that do not have such features. If the
amount of interest payable is determined in conjunction with a multiplier greater than one or
by reference to some other leverage factor, the effect of changes in interest rates on interest
payable will be increased. The effect of a cap is that the amount of interest will never rise
above and beyond the predetermined cap, so that the holder will not be able to benefit from
any favourable development beyond the cap. The yield could therefore be considerably lower
than that of similar Floating Rate Notes without a cap.
The market value of Inverse/Reverse Floating Rate Notes is more volatile than the
market value of other more conventional floating rate notes based on the same
reference rate
Inverse Floating Rate Notes (also called Reverse Floating Rate Notes) have an interest rate
that is determined as the difference between a fixed interest rate and a floating reference rate
such as the Euro Inter-bank Offered Rate ("EURIBOR") or the London Inter-bank Offered
Rate ("LIBOR"), which means that interest income on such Notes falls if the reference interest
rate increases. Typically, the market value of Inverse Floating Rate Notes is more volatile
than the market value of more conventional floating rate notes based on the same reference
rate (with other terms being equal). Inverse Floating Rate Notes are more volatile as an
increase in the reference rate not only decreases the interest payable on the Notes, but may
also reflect an increase in prevailing interest rates, which may further adversely affect the
market value of such Notes.
Changes in market interest rates have a substantially stronger impact on the prices of
Zero Coupon Notes than on the prices of ordinary notes
Page 27

Zero Coupon Notes do not pay current interest but are issued at a discount from their nominal
value. Instead of periodical interest payments, the difference between the redemption price
and the issue price constitutes interest income until maturity and reflects the market interest
rate. A holder of Zero Coupon Notes is exposed to the risk that the price of such Notes falls
as a result of changes in the market interest rate. Prices of Zero Coupon Notes are more
volatile than the prices of Fixed Rate Notes and more sensitive to changes in market interest
rates than interest bearing notes with a similar maturity.
Structured Notes bear a special risk
In general, an investment in Notes under which the premium and/or the interest and/or the
redemption amount is determined by reference to one or more formulae, either directly or
inversely, may entail significant risks not associated with similar investments in conventional
Notes. Such risks include the risks that the holder of such Notes will receive no interest at all
or that the resulting interest rate will be less than that payable on a conventional debt security
at the same time and/or that the holder of such Notes could lose all or a substantial portion of
the redemption amount of the Notes. In addition, investors should be aware that the market
price of such Notes may be very volatile.
In the case of a cap, a Noteholder will not be able to benefit from any favourable
development beyond the cap
If the interest rate and/or the redemption amount of an issue of Notes are not fixed but will be
determined according to the structure of Notes as set out in the relevant Final Terms of the
Notes, such an issue may also incorporate a cap. The effect of a cap is that the amount of
interest and/or the redemption amount will never rise above the predetermined cap, so that
the holder will not be able to benefit from any favourable development beyond the cap. The
yield could therefore be considerably lower than that of similarly structured Notes without a
cap.
If a loan or credit is used to finance the acquisition of the Notes, the risk of a loss may
be significantly increased
If a credit or loan is used by an investor to finance the acquisition of the Notes and the Notes
subsequently go into default, or if their trading price diminishes significantly, the investor may
not only incur a loss on the investment but will also have to repay the loan and interest
payable thereon. A credit or loan may significantly increase the risk of a loss. Investors should
not assume that they will be able to repay the loan or pay interest thereon from the profits of a
transaction or income from Notes. Instead, investors should assess their financial situation
prior to an investment as to whether they are able to pay interest on the loan as well as repay
the loan on demand and consider that they may suffer losses instead of realising gains.
Incidental costs associated with the purchase and sale of the Notes may have a
significant impact on the potential return on the Notes
When Notes are purchased or sold, several types of incidental costs (including transaction
fees and commissions) may be incurred in addition to the purchase or sale price of the Notes.
These incidental costs may significantly reduce or eliminate any income from holding the
Notes. Credit institutions as a rule charge commissions either as fixed minimum commissions
or as pro-rata commissions depending on the order value. To the extent that additional –
domestic or foreign – parties are involved in the execution of an order, including but not
limited to domestic dealers or brokers in foreign markets, investors may also be charged
brokerage fees, commissions and other fees and expenses of such parties (third-party costs).
In addition to the costs directly related to the purchase of Notes (direct costs), investors must
also take into account follow-up costs (such as custodian fees). Investors should inform
themselves about any additional costs incurred in connection with the purchase, custody or
sale of the Notes before investing in the Notes.
Page 28

Investors have to rely on the functionality of the relevant clearing system
The Notes are purchased and sold through Oesterreichische Kontrollbank Aktiengesellschaft.
The Issuer does not assume any responsibility as to whether the Notes are actually
transferred to the securities portfolio of the relevant investor. Investors have to rely on the
functionality of the relevant clearing system.
The tax impact of an investment in the Notes should be carefully considered
Interest payments on Notes and profits realised by an investor upon the sale or redemption of
Notes may be subject to taxation in their home jurisdiction or in other jurisdictions. The tax
impact on investors in general is described under "Taxation"; however, the tax impact on an
individual investor may differ from the situation described for investors in general. Prospective
investors should therefore contact their own tax advisors for advice on the tax impact of an
investment in the Notes. Furthermore, the applicable tax regime may change to the
disadvantage of investors in the future.
The Notes are governed by Austrian law, and changes in applicable laws, regulations
or regulatory policies may have an adverse effect on the Issuer, the Notes and the
investors
The Terms and Conditions of the Notes will be governed by Austrian law. Investors should
therefore note that the governing law may not be the law of their own home jurisdiction and
that the law applicable to the Notes may not provide them with similar or adequate protection
as their own law. Furthermore, no assurance can be given or statement made as to the
impact of any possible judicial decision or change to Austrian law (or law applicable in
Austria) or administrative practice after the date of this Prospectus.
Page 29

GENERAL DESCRIPTION OF THE PROGRAMME
The following overview does not purport to be complete and consists of information contained
in the remaining part of this Prospectus and in the relevant applicable Terms and Conditions
of the Notes.
Words and expressions defined or used in "Terms and Conditions of the Notes" and/or in the
respective "Final Terms" below shall have the same meanings in this overview.
Issuer DIE ERSTE österreichische Spar-Casse
Privatstiftung
Arranger and Dealer Erste Group Bank AG, Graben 21, A-1010 Vienna
Description Programme for the Issuance of Notes
Paying Agent; Calculation Agent Erste Group Bank AG, Graben 21, A-1010 Vienna
Method of issue The Notes will be issued on a non-syndicated
basis only.
The Notes will be issued in series (each a
"Series") having one or more issue dates and on
terms otherwise identical (or identical other than
in respect of the first payment of interest), the
Notes of each Series being intended to be
interchangeable with all other Notes of that
Series. Each Series may be issued in tranches
(each a "Tranche") on the same or different issue
dates. The specific terms of each Tranche will be
set out in the Terms and Conditions of the Notes.
Consolidation Notes of one Series may be consolidated with
Notes of another Series and provisions in respect
of such consolidation will be contained in the
relevant Final Terms.
Issue price Notes may be issued at their principal amount or
at a discount or premium to their principal
amount. In case of tap issues the aggregated
number of the outstanding Notes issues is
determined in the Final Terms at the start of their
term and thereafter is fixed by the Issuer
continuously according to market conditions
prevailing from time to time. An agio or issue
surcharge, if any, will be set out in the relevant
Final Terms.
Form of Notes The Notes will be issued in bearer form only and
each Series of Notes in bearer form will be
Page 30

epresented by a global note in bearer form
without interest coupons which is executed on
behalf of the Issuer.
Central Securities Depositary On or before the Issue date of each Tranche, the
Notes in bearer form represented by a Global
Note in bearer form without interest coupons will
be deposited with the OeKB. Each Global Note
will be deposited with the OeKB as central
securities depositary until all obligations of the
Issuer under the Notes have been satisfied. The
Noteholders will receive co-ownership
participations or rights in the Global Bond that are
transferable in accordance with the general
business conditions and provisions of the central
securities depositary and in accordance with the
applicable laws.
Currencies Subject to compliance with all relevant laws,
regulations and directives, Notes may be issued
in the following currencies: EUR, CZK or SKK.
Maturities The maturity of the Notes will be contained in the
relevant Final Terms. The Notes will not have a
minimum or maximum maturity.
Denomination Notes will be issued in such denominations as
specified in the relevant Final Terms, save that
the minimum denomination of the Notes will be
Euro 1,000 or, if any currency other than Euro, in
an amount in such other currency equal to or
exceeding the equivalent of Euro 1,000 at the
time of the issue of the Notes.
Fixed Interest Rate Notes Fixed interest will be payable in arrear on the
date or dates in each year specified in the
relevant Final Terms.
Floating Rate Notes Floating Rate Notes will bear interest set
separately for each Series in the relevant Final
Terms.
Zero Coupon Notes Zero Coupon Notes may be issued at their
principal amount or at a discount to it and will not
bear interest.
Interest Periods and Interest Rates The length of the interest periods for the Notes
and the applicable interest rate or its method of
calculation may differ from time to time or be
constant for any Series. Notes may have a
Page 31

maximum interest rate, a minimum interest rate
or both. All such information will be set out in the
relevant Final Terms.
Redemption Notes may be redeemable at par or at such other
Redemption Amount (detailed in a formula or
otherwise) as will be specified in the relevant
Final Terms.
Optional redemption The Final Terms issued in respect of each issue
of Notes will state whether such Notes may be
redeemed (either in whole or in part) prior to their
stated maturity (if any) at the option of the Issuer
and if so the terms applicable to such
redemption.
Investors should note that where the Terms and
Conditions of the Notes provide for a right of early
redemption by the Issuer only, Noteholders
usually receive a higher yield on their Notes than
they would if they were also granted a right to
early redeem the Notes. The Noteholders are not
entitled to redeem the Notes prior to their
maturity. Excluding the Noteholders' right to
redeem Notes prior to their maturity is often a
precondition for the Issuer being able to hedge its
exposure under the Notes. Thus, without early
redemption by Noteholders being excluded, the
Issuer would not be able to issue Notes at all, or
the Issuer would factor the potential hedging
break costs into the redemption amount of the
Notes, thus reducing the yield investors receive
from the Notes. Investors should therefore
carefully consider whether they think that a right
of early redemption only for the Issuer would be
to their detriment, and should, if they think that
this is the case, not invest in the Notes.
Withholding tax All payments of principal and interest in respect of
the Notes will be made after withholding or
deduction for, any taxes, duties, assessments or
governmental charges of whatever nature
imposed, levied, collected, withheld or assessed
by the Republic of Austria or any political
subdivision or any authority of or in the Republic
of Austria that has power to tax.
Governing law The Notes will be governed by Austrian law
excluding its conflict of laws rules.
Place of jurisdiction For all disputes which may arise out or in
connection with the Notes, the commercial court
competent for Vienna, Inner City, shall have
Page 32

exclusive jurisdiction. Consumers within the
meaning of the Austrian Consumer Protection Act
may take proceedings in any other court of
competent jurisdiction.
Use of proceeds The net proceeds from the issue of Notes will be
used by ERSTE Foundation for its general
funding and refinancing purposes and to achieve
its foundation aims.
Selling restrictions The Notes have not been and will not be
registered under the Securities Act nor by any
authority of a State in the U.S. or according to the
applicable securities regulations in Australia,
Canada, Japan or United Kingdom and may not
be offered, sold or delivered within the U.S. or, for
the account and benefit of U.S. persons or any
other persons in Australia, Canada, Japan or
United Kingdom.
Page 33

TERMS AND CONDITIONS
The Issuer will complete and supplement the terms and conditions set forth below (the
"Terms and Conditions") for each issuance of Notes by the terms of the final terms (the
"Final Terms") so that for each issuance of Notes the terms and conditions are available on
the basis of the combination of the Terms and Conditions and the Final Terms. The provisions
of these Terms and Conditions set out in square brackets and/or instructions and explanatory
notes shall be deemed to be completed or supplemented by the information contained in the
Final Terms. Instructions highlighted in italics are not part of the Terms and Conditions.
Changes may be made in the numbering, if necessary.
In order to increase the readability of the applicable terms and conditions for the issue of
Notes, in addition the Issuer will attach the supplemented Terms and Conditions for the Notes
as Appendix to the Final Terms. In case of inconsistency between the Terms and Conditions
and the consolidated Terms and Conditions for the Notes the first one shall prevail.
Copies of the Final Terms and the consolidated Notes may be obtained free of charge by any
Noteholder at the specified office of the Issuer and at the specified office of the Paying Agent.
Page 34

Terms and Conditions
[Title of Notes]
[Series Number]
[ISIN]
§ 1
Form and Principal Amount
(1) This Series of Notes (the "Notes") of DIE ERSTE österreichische Spar-Casse
Privatstiftung (the "Issuer") in the aggregate principal amount of [insert currency] (the
"Specified Currency") [in case of tap issue insert: up to [EUR] [insert issue
amount] (in words: up to [Euro] [insert issue amount in words])] [in case of single
issue insert: aggregate principal amount (in words: [aggregate principal amount in
words)] issued on [Insert issue date] (the "Issue Date") and is divided in
denominations of [insert denominations] (the "Specified Denomination").
(2) The Notes are represented by one or more changeable global notes (each a "Global
Note") without interest coupons which shall be signed manually by authorised
signatories of the Issuer and shall be authenticated by or on behalf of the Paying Agent.
The Notes are made out to the holder of the Notes and the holders of the Notes (the
"Noteholders") shall not have the right to request the issuance of effective Notes.
(3) Each Global Note will be deposited with the Oesterreichische Kontrollbank
Aktiengesellschaft as central securities depositary (the "Central Securities
Depositary") until all obligations of the Issuer under the Notes have been satisfied. The
Noteholders will receive co-ownership participations or rights in the respective Global
Bond which are transferable in accordance with the general business conditions and
provisions of the Central Securities Depositary and in accordance with applicable laws.
§ 2
Status
The Notes constitute senior and unsecured obligations of the Issuer and rank pari passu
without any preference among themselves and at least pari passu with all other senior and
unsecured obligations of the Issuer, save for obligations which are preferred by applicable
mandatory law.
[In case of tap issues insert:
§ 3
Issue Price
The Issue Price shall be initially [100%] [insert different percentage] of the Specified
Denomination [, plus an issue surcharge in the amount of [insert issue surcharge]], which
will be continuously adjusted according to market conditions.]
[In case of issues other than tap issues insert:
The Issue Price shall be [100%] [insert different percentage] of the Specified Denomination
[, plus an issue surcharge in the amount of [insert issue surcharge]].]
Page 35

§ 4
Maturity
The maturity of the Notes begins on [insert Commencement Date] and ends with expiry of
the day before [insert Maturity Date].
§ 5
Interest
[In case of Zero Coupon Notes insert: There will not be any periodic payments of interest
on the Notes.]
[In case of Fixed Rate Notes insert:
(1) The Notes shall bear interest on their Specified Denomination at the rate of [insert
Rate of Interest] per cent. per annum from (and including) [insert Fixed Interest
Commencement Date] (the "Interest Commencement Date") to (but excluding) the
Maturity Date (as defined in § 6(1)) [insert other relevant date(s) in case of Notes
without fixed maturity date].
(2) Interest shall be payable subsequently on [insert Fixed Interest Payment Date(s)]
each year (each a "Fixed Interest Payment Date"). The first interest payment shall be
made on [insert first Fixed Interest Payment Date] (the "First Fixed Interest
Payment Date").
(3) "Fixed Interest Period" means the period from (and including) the Fixed Interest
Commencement Date to (but excluding) the First Fixed Interest Payment Date and any
subsequent period from (and including) a Fixed Interest Payment Date to and excluding
the next Fixed Interest Payment Date [in case of adjustment of the Interest Period
insert: , adjusted in accordance with § 7(2), if applicable].]
[In case of Floating Rate Notes insert:
(1) The Notes shall bear interest on their Specified Denomination [per annum/half
yearly/quarter yearly] at the Floating Interest Rate (as defined below) from (and
including) [insert Floating Interest Commencement Date] (the "Floating Interest
Commencement Date") to (but excluding) the Maturity Date (as defined in §6(1))
[insert other relevant date(s) in case of Notes without fixed maturity date].
(2) Interest shall be payable subsequently on each Floating Interest Payment Date.
"Floating Interest Payment Date" means [in case of Specified Floating Interest
Payment Dates insert: each [insert Specified Floating Interest Payment Date] of
each year.] The first floating interest payment shall be made on [insert first Floating
Interest Payment Date] (the "First Floating Interest Payment Date").
(3) "Floating Interest Period" means the period from (and including) the Floating Interest
Commencement Date to (but excluding) the First Interest Payment Date and any
subsequent period from (and including) a Floating Interest Payment Date to (and
excluding) the next Floating Interest Payment Date. [in case of an adjustment of the
Interest Period insert: , adjusted in accordance with § 7(2), if applicable].
(4) The floating interest rate (the "Floating Interest Rate") for each Floating Interest
Period shall be determined as follows:
[insert interest rate or formula]
[insert description of the formula]
Page 36

[insert definition of EURIBOR and EURIBOR screen page]
[insert definition of LIBOR and LIBOR screen page]
[insert definition of CMS and EURIBOR screen page]
[insert other floating interest rate and screen page]
[In case the screen page is not available for free, insert the following: The access
to information on the screen page is only available at a charge. Such information is
available free of charge from the Issuer.]
[If Minimum Rate of Interest applies insert: If the Floating Interest Rate determined
in accordance with the above provisions for a Floating Interest Period is less than
[insert Minimum Rate of Interest], the Floating Interest Rate for such Floating Interest
Period shall be [insert Minimum Rate of Interest].]
[If Maximum rate of Interest applies insert: If the Floating Interest Rate determined in
accordance with the above provisions for a Floating Interest Period is higher than
[insert Maximum Rate of Interest], the Floating Interest Rate for such Floating
Interest Period shall be [insert Maximum Rate of Interest].]
[insert provisions for a barrier, if applicable]
[insert other or further provisions relating to Floating Rate Notes]
[insert provisions for changes of rates of interest]
[(5) If no quotation pursuant to § 5(4) appears on the screen page as of the specified time,
the Calculation Agent shall request offices of four [banks whose offered rates were
used to determine such quotation when such quotation last appeared on the screen
page] [specify other reference banks] (the "Reference Banks") to provide the
Calculation Agent with their offered quotations (expressed as a percentage rate per
annum) for deposits in the specified currency for the relevant Interest Period (as
defined below) to leading banks [in the [London] interbank market] [in the euro-zone]
(the "Relevant Market") at approximately the specified time on the Floating Interest
Determination Date. If two or more of the Reference Banks provide the Calculation
Agent with such offered quotations, the [specify Interest Basis] for such Floating
Interest Period shall be the arithmetic mean (in case the reference rate is EURIBOR,
rounded if necessary to the nearest one thousandth of a percentage point, with 0.0005
being rounded upwards and otherwise one hundred-thousandth of a percentage point,
with 0.000005 being rounded upwards) of such offered quotations. If on any Floating
Interest Determination Date only one or none of the Reference Banks provides the
Calculation Agent with such offered quotations, the [specify Interest Basis] for the
relevant Floating Interest Period shall be calculated as follows:
The [specify Interest Basis] shall be the arithmetic mean (rounded if necessary as
specified above) of the rates offered to the Calculation Agent by the selected Reference
Banks at 11.00 am (Brussels time) for deposits in the specified currency for the relevant
Floating Interest Period.
If less than two of the Reference Banks provide the Calculation Agent with such offered
quotations, the [specify Interest Basis] for the relevant Floating Interest Period shall
be the offered quotation for deposits in the specified Currency for the relevant Floating
Interest Period or the arithmetic mean (rounded if necessary as specified above) of the
offered quotation for deposits in the specified Currency for the relevant Floating Interest
Period, which is provided by one or more banks to the Calculation Agent as the rate, at
which they are quoting to leading banks in the Relevant Market on the relevant Floating
Page 37

Interest Determination Date (accordingly which such banks inform the Calculation
Agent).
For the case that the [insert Interest Basis] cannot be determined in accordance with
the foregoing provisions of this paragraph, the [insert Interest Basis] shall be the
offered quotation or the arithmetic mean of the offered quotations on the last day
preceding the Floating Interest Determination Date on which such quotations were
offered.
"Floating Interest Determination Date" means the [second] [insert other number of
days] Interest Determination Business Day (as defined below) prior the beginning of
the relevant Floating Interest Period.
"Interest Determination Business Day" means a day on which (other than Saturday
and Sunday) [banks in [Vienna] [insert other place or places] are open for business
and] the TARGET System is operative to effect payments in Euro. "TARGET System"
means the "European Automated Real-Time Gross Settlement Express Transfer
(TARGET) payment system which utilises a single shared platform and which was
launched on 19 November 2007 (TARGET2) or any successor thereto.]]
[(4)]/[(5)]/[(6)] "Day Count Fraction" means, in respect of the calculation of an amount for
any period of time (the "Calculation Period"):
[in the case of "30/360":
The number of days in the Calculation Period divided by 360 (the number of days to be
calculated on the basis of a year of 360 days with twelve 30-day months (unless (i) the
last day of Calculation Period is the 31st day of a month but the first day of the
Calculation Period is a day other than the 30th or 31st day of a month, in which case
the month that includes that last day shall not be considered to be shortened to a 30day
month, or (ii) the last day of the Calculation Period is the last day of the month of
February, in which case the month of February shall not be considered to be
lengthened to a 30-day month)).]
[in the case of "Actual/Actual (ICMA)":
(a) If the Calculation Period is equal to or shorter than the Interest Period during
which it falls, the actual number of days in the Calculation Period divided by the
product of (i) the actual number of days in such Interest Period and (ii) the
number of Interest Periods in any calendar year.
(b) If the Calculation Period is longer than one Interest Period, the sum of: (i) the
actual number of days in such Calculation Period falling in the Interest Period in
which it begins divided by the product of (x) the actual number of days in such
Interest Period and (y) the number of Interest Periods in any year; and (ii) the
actual number of days in such Calculation Period falling in the next Interest
Period divided by the product of (x) the actual number of days in such Interest
Period and (y) the number of Interest Periods in any year.]
[in the case of "30E/360" or "Eurobond Basis":
The number of days in the Calculation Period divided by 360 (unless, in the case of the
final Calculation Period, the Maturity Date is the last day of the month of February, in
which case the month of February shall not be considered to be lengthened to a 30-day
month).]
Page 38

[in the case of "Actual/365" or "Actual/Actual (ISDA)":
The actual number of days in the Calculation Period divided by 365 (or, if any portion of
the Calculation Period falls in a leap year, the sum of (i) the actual number of days in
that portion of the Calculation Period falling in a leap year divided by 366 and (ii) the
actual number of days in that portion of the Calculation Period falling in a non-leap year
divided by 365).]
[in the case of "Actual/365 (Fixed)" insert:
The actual number of days in the Calculation Period divided by 365.]
[in the case of "Actual/360":
The actual number of days in the Calculation Period divided by 360.]
§ 6
Redemption
(1) [insert in case of Notes with a fixed maturity date: The Notes shall be redeemed at
their Final Redemption Amount on [insert maturity date] (the "Maturity Date").]
[in case of Notes without fixed maturity date insert other relevant provisions]
[insert further events/definitions]
[(2) in case of early redemption at the option of the Issuer, insert: The Issuer may
redeem all [or some only] of the Notes then outstanding on [insert optional
redemption date(s)] ([the] [each an] "Optional Redemption Date") at their Optional
Redemption Amount (as defined below), together with any interest accrued until (but
excluding) the relevant Optional Redemption Date upon having given not less than
[five] [insert other number] Business Days' notice to the Noteholders in accordance
with § 12. Any such redemption must refer to Notes with a principal amount equal to a
Specified Denomination or a multiple of it. [in case of a partial redemption insert: In
the case of a partial redemption of Notes, the Notes to be redeemed will be selected in
accordance with the rules of [the Central Securities Depositary] [insert other rules] at
the latest 30 days before the specified redemption date.
Notice: Investors should note that where the Terms and Conditions of the Notes
provide for a right of early redemption by the Issuer only, Noteholders usually receive a
higher yield on their Notes than they would if they were also granted a right to early
redeem the Notes. The Noteholders are not entitled to redeem the Notes prior to their
maturity. Excluding the Noteholders' right to redeem Notes prior to their maturity is often
a precondition for the Issuer being able to hedge its exposure under the Notes. Thus,
without early redemption by Noteholders being excluded, the Issuer would not be able
to issue Notes at all, or the Issuer would factor the potential hedging break costs into
the redemption amount of the Notes, thus reducing the yield investors receive from the
Notes. Investors should therefore carefully consider whether they think that a right of
early redemption only for the Issuer would be to their detriment, and should, if they think
that this is the case, not invest in the Notes.]
[(2)]/[(3)] The "Final Redemption Amount" [in respect of each Note shall be [its
Specified Denomination] [otherwise, insert Final Redemption Amount per
Specified Denomination or other calculation method].]
[The "Optional Redemption Amount" in respect of each Note shall be [its Specified
Denomination] [otherwise, insert Final Redemption Amount per Specified
Denomination or other calculation method].]
Page 39

[The "Minimum Redemption Amount" in respect of each Note shall be [insert
amount] and the "Maximum Redemption Amount" in respect of each Note shall be
[insert amount].]
§ 7
Payments
(1) Payments of principal as well as payments of interest ("Payments") in respect of the
Notes shall be made subject to applicable fiscal and other laws and regulations in the
Specified Currency.
(2) If the due date of any payment under the Notes would fall on a day which is not a
Business Day, the payment date shall be:
[If Following Business Day Convention applies insert: postponed to the next day
that is a Business Day [in case of an adjustment of the Interest Period insert:
Accordingly, this results in an extension/reduction of the current and/or the following
Interest Period and in a reduction/increase of the respective interest amounts].]
[If Modified Following Business Day Convention applies insert: postponed to the
next day which is a Business Day unless it would thereby fall into the next calendar
month, in which event the Interest Payment Date shall be the immediately preceding
Business Day.] [in case of an adjustment of the Interest Period insert: Accordingly,
this results in an extension/reduction of the current and/or the following Interest Period
and in a reduction/increase of the respective interest amounts].]
[If Floating Rate Note Convention ("FRN Convention") applies insert: postponed to
the next day which is a Business Day unless it would thereby fall into the next calendar
month, in which event (i) the Interest Payment Date shall be the immediately preceding
Business Day and (ii) each subsequent Interest Payment Date shall be the last
Business Day in the month in which it would fall into without the adjustment. [in case of
an adjustment of the Interest Period insert: Accordingly, this results in an
extension/reduction of the current and/or the following Interest Period and in a
reduction/increase of the respective interest amounts].]
[If Preceding Business Day Convention applies insert:] the immediately preceding
Business Day. in case of adjustment of the Interest Period insert: Accordingly this
would affect an extension/reduction of the recent and the next Interest Periods and a
reduction/increase of each interest amount.].] [in case of an adjustment of the
Interest Period insert: Accordingly, this results in an extension/reduction of the current
and/or the following Interest Period and in a reduction/increase of the respective
interest amounts].]
(3) "Business Day" means a day on which (other than Saturday and Sunday) [banks in
[Vienna] [insert other place or places] are open for business and] the TARGET
System is operating to effect payments in Euro.
§ 8
Paying Agent. Calculation Agent
The Erste Group Bank AG shall be the paying agent (the "Paying Agent") and the calculation
agent (the "Calculation Agent"). The Issuer reserves the right at any time to vary or
terminate the appointment of any Paying Agent and/or the Calculation Agent and to appoint
successor or additional paying agents and/or calculation agents. Notice of any change in the
paying agents and/or the calculation agent will promptly be given to the Noteholders pursuant
to § 12.
Page 40

§ 9
Taxation
All payments of principal and interest in respect of the Notes will be made after withholding or
deduction of any taxes, duties, assessments or fees which will be levied, withheld or
assessed by the Republic of Austria or any tax authority of or in the Republic of Austria that
has power to tax,
§ 10
Limitation
The limitation period for claims of the Noteholders in respect of repayment of principal of the
Notes shall be thirty years, and in respect of interest claims of the Noteholders three years, in
each case after the respective due date.
§ 11
Further Issues of Notes, Repurchase and Cancellation
(1) The Issuer may at any time without the consent of the Noteholders issue further bonds
which have the same terms as these Notes in all respects (if applicable, except for the
issue date, the start of the interest accrual and the issue price) so that they form a
single Series with these Notes; in such case, the definition of "Notes" shall be
interpreted accordingly.
(2) The Issuer may at any time purchase Notes in the open market or otherwise and at any
price. As far as such repurchases are made in form of public offers, such offer shall be
open to all Noteholders.
(3) All repurchased Notes may be cancelled, held or resold by the Issuer.
§ 12
Notices
(1) All notices concerning the Notes shall be published on the website
[www.erstestiftung.org] [insert other]. Any notice so given will be deemed to have
been validly given on the [[fifth] [insert other] day following] the date of such
publication (or, if published more than once, on the [[fifth] [insert other] day following]
the date of the first such publication). Any legal reporting obligation shall remain
unaffected. Legally material notices shall be given to the Noteholders by the securities
account keeping entity.]
(2) [The Issuer may instead of a publication pursuant to subparagraph 1 above deliver the
relevant notice to the Central Securities Depositary for forwarding to the Noteholders.
Any such notice shall be deemed to have been given to the Noteholders on the [[fifth]
[insert other] day after the] day on which said notice was given to the Central
Securities Depositary.]
§ 13
Governing Law. Jurisdiction
(1) The Notes shall be governed by Austrian law excluding its conflict of law rules.
(2) For all disputes which may arise out or in connection with the Notes, the commercial
court competent for Vienna, First District, shall have exclusive jurisdiction. Consumers
according to the Austrian Consumer Protection Act may also pursue their claims in any
other court of competent jurisdiction.
Page 41

FORM OF FINAL TERMS
Final Terms
DIE ERSTE österreichische Spar-Casse Privatstiftung
[Company logo of DIE ERSTE österreichische Spar-Casse Privatstiftung]
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes]
(Series �)
(the "Notes")
pursuant to the
Programme for the Issuance of Notes
dated [�]
[Date]
These Final Terms contain the final terms (within the meaning of Article 5.4 of the Prospectus
Directive as amended by the 2010 PD Amending Directive 1 to the extent implemented in the
Relevant Member State) for the issuance of Notes under the Programme for the Issuance of
Notes (the "Programme") of DIE ERSTE österreichische Spar-Casse Privatstiftung (the
"Issuer") and shall be read in conjunction with the terms and conditions of the Notes
contained in the Base Prospectus under the Programme dated �, as supplemented from time
to time (together the "Terms and Conditions") and (if not identical) together with the latest
approved and published Prospectus relating to the Programme.
Terms used herein which are defined in the Terms and Conditions shall have the same
meaning, unless these Final Terms give them a different meaning. References to paragraphs
in these Final Terms refer to paragraphs of the Terms and Conditions.
These Final Terms contain data and text to which the Terms and Conditions refer. To the
extent the Terms and Conditions and these Final Terms are contradictory, the Final Terms
shall prevail. The Final Terms may modify or/and supplement the Terms and Conditions.
These Final Terms are available on the website of the [Issuer under "www.erstestiftung.org"].
1 Directive 2010/73/EU (the "2010 PD Amending Directive") amending the Prospectus Directive 2003/71/EC and
the Transparency Directive 2004/109/EC increases the minimum denomination threshold per debt security from
€50,000 to €100,000, or its equivalent in another currency, for the qualification of a debt security as wholesale debt
with regard to the wholesale disclosure requirements and the exemptions under the Prospectus Directive. For the
increased minimum denomination threshold to become applicable, the 2010 PD Amending Directive must be
implemented into the relevant national law of the jurisdictions into which the Prospectus has been passported and
in which Notes will be listed on a stock exchange and/or publicly offered and distributed. Please note that after the
implementation of the 2010 PD Amending Directive the reference to "€50,000" in the Final Terms shall be read as
"€100,000".
Page 42

[In case of early redemption on the option of the Issuer, insert: Investors should note that
where the Terms and Conditions of the Notes provide for a right of early redemption by the
Issuer only, Noteholders usually receive a higher yield on their Notes than they would if they
were also granted a right to early redeem the Notes. The Noteholders are not entitled to
redeem the Notes prior to their maturity. Excluding the Noteholders' right to redeem Notes
prior to their maturity is often a precondition for the Issuer being able to hedge its exposure
under the Notes. Thus, without early redemption by Noteholders being excluded, the Issuer
would not be able to issue Notes at all, or the Issuer would factor the potential hedging break
costs into the redemption amount of the Notes, thus reducing the yield investors receive from
the Notes. Investors should therefore carefully consider whether they think that a right of early
redemption only for the Issuer would be to their detriment, and should, if they think that this is
the case, not invest in the Notes.]
GENERAL PROVISIONS
1.
2.
3.
4.
5.
6.
7.
8.
9.
Title of Notes: [�]
Series Number: [�]
Status:
Aggregate Nominal Amount of Notes:
Senior
[�]
Specified Currency: [�]
Issue Price: [�]
Issue Surcharge: [�] [Not Applicable]
Specified Denomination(s): [�]
(i) Issue Date:
(ii) Tap Issue
INTEREST RATE
10.
11.
Fixed Rate:
(i) Rate[(s)] of Interest:
(ii) Fixed Interest Commencement Date:
(iii) Fixed Interest Payment Dates:
Floating Rate:
[�]
[Applicable/Not Applicable]
[Applicable/Not Applicable]
(if not applicable, delete the remaining
subparagraphs of this paragraph)
[�] % per annum
[�]
[�]; the first Fixed Interest Payment
Date is the [�]
[Interest Period will be adjusted]
[Interest Period will not be adjusted]
[Applicable/Not Applicable]
(if not applicable, delete the remaining
subparagraphs of this paragraph)
Page 43

12.
13.
(i) Floating Rate[(s)]:
(ii) Interest:
(iii) Floating Interest Commencement Date:
(iv) Floating Interest Payment Dates:
(v) Floating Rate Determination Date and
Interest Determination Business Day
(vi) Insert other provisions, in particular for
minimum interest rate, maximum
interest rate, barrier, change of interest
rate, Reference Banks, relevant market
and/or other details relating to interest:
(vii) Calculation Agent:
[�] (insert method of calculation)
[per annum] [half-yearly] [quarterly]
[�] (insert other)
[�]
[�]; the first Floating Interest Payment
Date is the [�]
[Interest period will be adjusted]
[Interest period will not be adjusted
[�]
[�]
[Erste Group Bank AG, Graben 21, A-
1010 Vienna]
[if not Erste Group Bank AG, insert
other]
Day Count Fraction: [30/ 360]
[Actual/Actual (ICMA)]
[30E/ 360 or Eurobond Basis]
[Actual/ 365 or Actual/Actual (ISDA)]
[Actual/ 365 (Fixed)]
[Actual/ 360]
[�] (insert other)
Zero Coupon Notes: [Applicable/Not Applicable]
(insert further provisions)
REDEMPTION
14.
15.
16.
Maturity Date: [�] (if no fixed maturity date, insert
other relevant provisions)
Redemption Amount:
Early Redemption at the option of the Issuer (§
6 (2)):
(i) Optional Redemption Date(s):
(ii) Optional Redemption Amount(s):
[Specified Denomination] [�] (if not the
Specified Denomination, insert other
amount)
[�] (insert method of calculation)
[Applicable/Not Applicable]
(if not applicable, delete the remaining
subparagraphs of this paragraph
[�]
[[�] per Specified Denomination of [�]
(if not the Specified Denomination)]
[�] (insert method of calculation)
Page 44

17.
18.
(iii) Partial Redemption:
(iv) Notice period
Business Day (§ 7(3)) [and the Interest
Determination Business Day (§ 5(5))]:
Further provisions relating to redemption,
Maximum and/or Minimum Redemption
Amount etc:
OTHER INFORMATION
19.
20.
21.
22.
23.
24.
[Applicable/Not Applicable] (insert
rules, if necessary)
Estimated total expenses: [Applicable/Not Applicable; if
applicable, give details]
(i) Issue yield:
(ii) Method used to calculate issue yield:
[�]
[�]
[�]
[Applicable/Not Applicable] (Applicable
only for Fixed Rate Notes or Zero
Coupon Notes)
The issue yield will be calculated on the
Issue Date on the basis of the Issue
Price and is no indication for a yield in
the future.
[(IRR, Internal Rate of Return)]
[�] (insert other method)
Clearing System(s): [Notes will be cleared through OeKB,
Oesterreichische Kontrollbank
Aktiengesellschaft, at Am Hof 4, A-
1010 Vienna, Austria (and may be
settled through Euroclear and
Clearstream, Luxembourg) or with or
on behalf of the Issuer.]
[�] (insert other Clearing System)
Paying Agent: [Erste Group Bank AG, Graben 21, A-
1010 Vienna]
(i) ISIN:
(ii) Common Code:
Website for publications:
INFORMATION RELATING TO THE OFFER
25.
[�] (if not Erste Group Bank AG: insert
other)
[�]
[�] [Not Applicable]
Subscription period: (Insert details, including the possibility
to reduce the subscription period
and/or to reduce subscriptions and the
manner for refunding excess amount
paid by applicants)
[�]
Page 45

26.
27.
28.
29.
30.
31.
32.
Terms applicable to the offer:
Minimum and/or Maximum Subscription
Amount:
Coordinators and/or Distributor:
(if not the Arranger)
[Applicable/Not Applicable] (if
applicable, give details)
[Applicable/Not Applicable] (if
applicable, give details)
[Applicable/Not Applicable] (if
applicable, give details)
Subscription of the Notes: [Applicable/Not Applicable] (if
applicable, give details, including the
date and the material features of the
underwriting agreements, including the
quotas and the overall amount of the
underwriting commission and of the
placing commission)
Intermediaries in Secondary Trading: [Applicable/Not Applicable] (if
applicable, give details)
Interests of individual or legal entities who are
participating in the issuance/offer
Other information
[[insert, if necessary: Notification
[Applicable/Not Applicable] (if
applicable, give details)
The Issuer has requested the CSSF to provide the relevant authorities in [the Czech
Republic] [the Slovak Republic] [insert other] with a certificate of approval attesting that this
Prospectus has been drawn up in accordance with the EU Prospectus Directive.]
Purpose of the Final Terms
These Final Terms contain the final terms which are necessary for the issuance of Notes
under the Programme for the Issuance of Notes [[and] for the public offer [in Luxembourg]
[the Czech Republic] [the Slovak Republic].
Responsibility
The Issuer is solely responsible for the information given in these Final Terms. [[Relevant
information given by third person] has been extracted from [insert the sources of
information]. The Issuer confirms that such information has been accurately reproduced and
as far as the Issuer is aware and is able to ascertain from information published by [insert
the sources of information], no facts have been omitted which would render the reproduced
information inaccurate or misleading.]
DIE ERSTE österreichische Spar-Casse Privatstiftung
as Issuer
[ANNEX:
[- Issue Specific Risk Factors]
- Consolidated Terms and Conditions of the Notes
[�]
Page 46

General
DIE ERSTE ÖSTERREICHISCHE SPAR-CASSE PRIVATSTIFTUNG
DIE ERSTE österreichische Spar-Casse Privatstiftung ("ERSTE Foundation") is a private
foundation under Austrian law and is registered in the Companies Register under FN 72984 f,
Commercial Court Vienna. Its registered office is Friedrichstrasse 10, 1010 Vienna, Austria.
The phone number is +43 50 100 15100.
DIE ERSTE österreichische Spar-Casse Privatstiftung is the legal successor to "Erste
oesterreichische Spar-Casse" founded in 1819 as a savings association.
In 1993, DIE ERSTE österreichische Spar-Casse contributed its entire banking business into
the newly founded subsidiary, "DIE ERSTE österreichische Spar-Casse - Bank
Aktiengesellschaft" ("DIE ERSTE"), and remained its principal shareholder as the "DIE
ERSTE österreichische Spar-Casse Anteilsverwaltungssparkasse" ("ERSTE AVS"). Following
the initial public offering of Erste Bank der oesterreichischen Sparkassen AG ("Erste Bank",
the legal predecessor of Erste Group Bank) to which DIE ERSTE had been previously
renamed, in 1997, the share of ERSTE AVS in Erste Bank dropped to below 50%, but ERSTE
AVS remained the largest shareholder of Erste Bank. In 2003, ERSTE AVS was transformed
into a private foundation and the name was changed to "DIE ERSTE österreichische Spar-
Casse Privatstiftung". It is the direct successor of the savings association founded in 1819.
According to Austrian law, private foundations such as ERSTE Foundation are legal entities
to which assets have been allocated whose use, administration and realisation serve a
specific purpose. Private foundations do not have shareholders. ERSTE Foundation was
established for an indefinite period of time. In the following cases it shall be liquidated (apart
from the cases specified in the Austrian Private Foundation Act): In the case of material
changes in the legal framework of the property rights of the private foundation itself and its
rights in Erste Group Bank or if the share held by the private foundation in Erste Group Bank
drops below 15% of the voting share capital.
Purpose and Objective of ERSTE Foundation
The objectives of ERSTE Foundation are laid down in Article 3 of the Foundation Statutes
(Stiftungserklärung). Accordingly, the purpose of ERSTE Foundation is the promotion of:
a) the notion of savings banks and savings bank matters,
b) the economy and technology,
c) science and art,
d) research,
e) culture and educations,
f) religious organisations,
g) conservation of traditional heritage,
h) the environment,
i) health and welfare services.
Page 47

The purpose is achieved by the following:
a) holding an interest in Erste Group Bank in any type or legal form and guaranteeing current
and future liabilities in the case of insolvency, in the amounts and for the periods defined by
law;
b) holding participating interests in Erste Group Bank and other companies with similar
activities;
c) support of regional and inter-regional measures of Erste Group Bank, also by acquiring
investments;
d) promotion of academic research work in the fields of banking, savings banks, stock
exchange and the capital market matters;
e) ensuring that there are always sufficient funds available for the purposes defined above.
ERSTE Foundation is to retain a qualified holding in Erste Group Bank unless other economic
or banking sector considerations require different structural measures.
ERSTE Foundation may take up business activities to the extent permitted by law insofar as
these activities do not exceed the scope of an ancillary business.
Business Overview
ERSTE Foundation started its business activities in the year 2005 and it based its mission on
the tradition of savings banks which were founded as non-profit companies 190 years ago.
The ERSTE Foundation is devoted to unanswered questions of social and ethical coherence,
cultural development and the challenge of the European unification process.
In addition, the ERSTE Foundation as the largest single shareholder of Erste Group Bank
secures its individual prospects and is devoted, apart from managing its investments, to
serving the common good with its focus on social development, culture and Europe.
Based on assets on its disposal (which as of 30 September 2011 amounted to EUR
1,522,883,888.04), the ERSTE Foundation is one of the largest non-profit foundations in the
German-speaking region:
Name:
Assets in EUR
(rounded, based on financial year 2010)
Robert Bosch Stiftung GmbH 5,126,918,000 (B) 2
Dietmar-Hopp-Stiftung gGmbH 3,400,000,000 (M) 3
Else Kröner-Fresenius-Stiftung 2,900,000,000 (M)
2 (B) = book value
3 (M) = market value
Page 48

VolkswagenStiftung 2,457,544,000 (M)
Baden-Württemberg Stiftung gGmbH 2,243,078,000 (B)
Deutsche Bundesstiftung Umwelt 1,986,394,000 (B)
Klaus Tschira Stiftung gGmbH 1,960,962,000 (B)
Joachim Herz Stiftung 1,300,000,000 (B)
Software AG-Stiftung 1,288,170,000 (M)
Alfried Krupp von Bohlen und Halbach-Stiftung 1,066,803,000 (B)
Gemeinnützige Hertie-Stiftung
ZEIT-Stiftung Ebelin und Gerd Bucerius
Bertelsmann Stiftung
Körber-Stiftung
Fritz Thyssen Stiftung
886,000,000 (M)
731,764,000 (B)
618,998,000 (B)
515,000,000 (B)
425,269,000 (B)
Source: Bundesverband deutscher Stiftungen
http://www.stiftungen.org/fileadmin/bvds/de/News_und_Wissen/Zahlen_und_Daten/GroessteStiftungen_20110525_
VglJahr2010_01.pdf
According to a study by the European Foundation Center ("Foundations in the European
Union, Facts and Figures Report on Work by EFC Research Task Force") in May 2008, the
average spending of the 58,588 non-profit foundations in 14 EU member states is around
EUR 1 million. This significantly distinguishes ERSTE Foundation from other foundations also
in relation to spending volume, especially in the CEE/SEE region.
There is frequent cooperation with other large European foundations such as the Robert
Bosch Stiftung (Germany), König Baudouin Stiftung (Belgium), Compagnia di San Paolo
(Italy). Examples are the European Fund for the Balkans seated in Belgrade, which was
created and is funded and strategically supported by the three above mentioned foundations
jointly with ERSTE Foundation as well as the Balkan Fellowship for Journalistic Excellence
which is being offered for the fourth time together with the Robert Bosch Stiftung and the
Balkan Investigative Researching Network.
Use of funds
The use of funds of the foundation is as follows in the business years 2009 and 2010 and as
of 30 September 2011:
In EUR thousands
(rounded)
2009 2010
September
2011
Fundings for projects 5,960.4 5,822.0 6,187.9
Project expenses 1,935.0 1,766.1 1,651.4
good.bee 573.0
Page 49

Total fundings &
project expenses
8,468.4 7,588.1 7,839.3
The charitable sphere comprises three categories of payments: Fundings for projects, direct
project expenses and the building of and the investment in adequate organisations which fulfil
the foundation aims through specific tasks. With fundings, funds are provided directly and
charitably to project partners who co-develop and implement projects. The costs for the
development of projects, preparatory workshops, drawing up feasibility studies and research
work are typical direct project costs. Direct project expenses do not contain personnel
expenses but only non-cash benefits and services which are purchased. Good.bee is an
initiative of ERSTE Foundation and Erste Group Bank in the area of microfinance and social
entrepreneurs. ERSTE Foundations holds 40%, and Erste Group Bank holds 60% in
good.bee Holding. The development and implementation of alternative financial services are
a strategic focus.
In EUR thousands
(rounded)
Investments in fixed
assets
Total investments in
fixed assets
2009 2010 September
2011
637.6 68.3 158.5
637.6 68.3 158.5
Personnel expenses 2,272.7 2,407.4 1,930.1
General
administrative
expenses
Expenses affiliated
company
Total administrative
expenses
1,975.6 2,105.4 1,900.0
36.1
4,248.3 4,512.8 3,866.2
The predominant part of the personnel and general administrative expenses are indirect
project expenses. They also comprise all employees which directly co-develop, evaluate,
prepare, select, control and accompany the projects.
Net interest income
and taxes
Non-profit activities
-49,295.4 -54,322.3 -32,972.5
Between 12% and 15% of the income earned from investments of ERSTE Foundation are
invested in non-profit projects developed by ERSTE Foundation and its partners.
Page 50

The development objective of ERSTE Foundation is to position its three areas of focus –
social development, culture and Europe – by carrying out large, sustainable projects in
Central and Eastern Europe as well as to significantly enlarge its scope of activities. In the
limelight are initiatives and projects that help to improve the quality of how people live
together in the region, promote a conception of cultural openness, and projects that aim to
reinforce the European unification process in the region.
In the year 2009, some EUR 6.0 million were spent for a total of 125 projects, and direct
project expenses(research, preparation, creation of a network) were just like in 2008 nearly
EUR 2.0 million. In the year 2010, some EUR 5.8 million were spent on a total of 167 projects
and EUR 1.8 million to cover direct project expenses.
Overall, the foundation pursues a focused strategy, which is also shown by the fact that
mostly between 50% and 80% of the funds available in a programme are used for the five
largest projects.
Programme "Social Development"
ERSTE Foundation promotes the development of an integrated society in Europe in which all
people are free and willing to assume responsibility for the common good. The social
commitment of ERSTE Foundation is based on the idea that living together in a modern
society is challenged by enormous tasks and that in order to achieve “success” by a
European measure one has to effectively employ the intellectual, economic, cultural and
social capital in the efforts to further social integration in Europe.
The list below shows the five largest projects of the "Social development" programme (ranked
by fundings) in 2009 (in total 73% of the approved funds under the programme):
� Award for Social Integration 2011
� KomenskýFond Lernen furs Leben 09/10 (KomenskýFond Learning for Life 09/10)
� KomenskýFond Phase 09/10 CEE
� The ERSTE Foundation Ashoka Fellowship Programme
� Equal opportunities
The list below shows the five largest projects of the "Social development" programme (ranked
by fundings) in 2010 (in total 52% of the approved funds under the programme):
� KomenskýFond Inland (KomenskýFund home country)
� KomenskýFond CEE
� Social Research Fellowship 2010 - 2011
� European Fund for the Balkans
� Network of Day Care Centres for Children with Disability in the Republic of Moldova
Programme “Culture”
The focus of the cultural programme is the mutual exchange, communication and respect for
the different historical experiences and requirements. Strengthening local initiatives and the
integration of people that contribute their knowledge and history from the perspective of
Central and Eastern Europe is essential. Special attention is devoted to the processing of
structures of the past and their relation to the present as well as the treatment of art and
culture in the formerly Communist countries. The lack of intellectual debate, publications and
discourse is a problem repeatedly addressed in countries in which ERSTE Foundation is
active. The programme is based on the special opportunity created by art to clearly reveal
social and cultural developments and to open new perspectives.
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The list below shows the five largest projects of the "Culture" programme (ranked by
fundings) in 2009 (in total 77% of the approved funds under the programme):
� PATTERNS Lecture Set Fortsetzung
� tranzit.sk 2010
� tranzit.cz 2010
� tranzit.hu 2010
� PATTERNS Lecture Set Fortsetzung/CALL
The list below shows the five largest projects of the "Culture" programme (ranked by
fundings) in 2010 (in total 75% of the approved funds under the programme):
� transit.at
� Igor Zabel
� Paul Celan Fellowships for Translators 2011/12
� ARCHIS SEE Network 2010
� Gender Check
Programme “Europe”
ERSTE Foundation supports the European unification process in Central and Eastern Europe
and attempts actively support existing enlargement initiatives. ERSTE Foundation plans to
encourage the spread of European values in the region: Avoid prejudices, overcome
nationalism and to think and live across borders.
The list below shows the five largest projects of the "Culture" programme (ranked by
fundings) in 2009 (in total 89% of the approved funds under the programme):
� aces 3 - Academy of Central European Schools: Follow-up 2009/
� Europäische Transformation und Erweiterung (European Transformation and
Expansion)
� Balkan Fellowship for Journalistic Excellence 3rd generation
� Balkan Fellowship for Journalistic Excellence 4th generation
� aces 2_1 – Academy of Central European Schools
The list below shows the five largest projects of the "Europe" programme (ranked by
fundings) in 2010 (in total 93% of the approved funds under the programme):
� Aces - Academy of Central European Schools
� Europäische Transformation und Erweiterung, 3. Teil (European Transformation and
Expansion, 3 rd part)
� European Fund for the Balkans
� United World College Mostar – Scholarship for two Bosnian Students
� ARCHIS SEE Network 2010
Description of current projects (selection from over 548 individual projects)
One of the first projects of ERSTE Foundation is “Zweite Sparkasse” (Second Savings Bank).
This bank offers accounts free of charge to “people without a bank” that are not granted
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financial services by other banks due to debts. This help to self-help is supported actively by
partner organisations such as Caritas, debt councillors and various self-help groups (among
other things for persons with addictions, ex-prisoners, anonymous gamblers, etc.) and has the
aim of helping these persons find their way back to a regular financial life.
In 12 countries of Central and Eastern Europe, the ERSTE Foundation Award for Social
Integration is presented every two years for projects that have developed and implemented
particularly innovative concepts for social integration. During the first call in 2007, 400
applications have been received from the organisations of the 4 participating countries
(Bosnia and Herzegovina, Croatia, Slovenia and Serbia), while in 2011, there were more than
4 times as many: 1,850 applications from 12 participating countries (Bosnia and Herzegovina,
Croatia, the Czech Republic, Hungary, Kosovo, Macedonia, Moldova, Montenegro, Romania,
Serbia, the Slovak Republic and Slovenia). Apart from the cash award, the 30 winners
received support for the public presentation of their activities.
Gender roles in East European Art are investigated in the exhibition "Gender Check” that was
open for viewing in 2009/2010 at the Museum of Modern Art Stiftung Ludwig Vienna
(MUMOK) and in 2010 at Zacheta Gallery in Warsaw. ERSTE Foundation supported the
exhibition and, in particular, also enabled the advance research work. The theme is the topic
of the largest exhibition ever held at MUMOK for the first time to this extent (over 200 artists
from 24 countries with over 400 works of art).
The Academy of Central European Schools (ACES) is an international network of schools that
has the purpose of raising the understanding among young people in Europe and its
democratic values as well as an understanding for the cultures of other countries. This is one
of the major projects of ERSTE Foundation running since 2007, involving 275 schools and
ministries from 15 countries.
Within the scope of the Balkan Fellowship for Journalistic Excellence, each year ten
experienced journalists from Albania, Bosnia and Herzegovina, Bulgaria, Croatia, Kosovo,
Macedonia, Montenegro, Romania and Serbia will be supported by work and travel
scholarships and will receive special training courses for further education. This measure is
intended to raise the quality of media reports and in this manner freedom of opinion in the
countries of the Balkan region.
Administration of shareholdings
The Foundation Statutes (Stiftungserklärung) define a permanent and qualified investment in
Erste Group Bank as a purpose of the ERSTE Foundation. All types of rights of disposal over
the shares in Erste Group Bank – specifically, sale, pledging of shares or assignment of
subscription rights – require the approval of the Supervisory Board. The Foundation Statutes
specify for the management of ERSTE Foundation’s assets that the investment in Erste
Group Bank shall be retained to the extent it is economically feasible. The ERSTE Foundation
is to be dissolved if the shareholding held in Erste Group Bank drops below 15%.
Participations
ERSTE Foundation currently controls 25.63% of the ordinary shares of Erste Group Bank and
is therefore the largest principal shareholder of Erste Group Bank. In its enlarged home
market in Central and Eastern Europe, which includes the Czech Republic, Romania, the
Slovak Republic, Hungary, Croatia, Serbia and the Ukraine, Erste Group (i.e., Erste Group
Bank and its subsidiaries and affiliated companies as a whole) is one of the leading banking
groups in the retail business. As of 30 September 2011, Erste Group had some 17.2 million
customers and total assets of EUR 216.1 billion on a consolidated basis. As of 30 September
2011 Erste Group employed 50,901 persons in its network of over 3,200 branch offices
worldwide.
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ERSTE Foundation's Management Board has to pass a resolution in a timely manner
regarding the exercise of any shareholders rights in general shareholders’ meetings. Its
resolution on the exercise of shareholder rights shall require the approval of the Supervisory
Board. The resolution on the exercise of shareholder rights shall be possible within a
shortened period of time if according to the articles of association of Erste Group Bank an
extraordinary general meeting has been convened on short notice. In the case of an imminent
threat, especially if it is not possible to obtain a resolution of the Supervisory Board in time,
the Management Board decides on the exercise of shareholders’ rights autonomously. It must
immediately report to the Supervisory Board on this fact.
Since 2009, ERSTE Foundation has held a share of 40% in good.bee Holding GmbH. The
purpose of good.bee Holding GmbH is to provide financial services to customers in remote
areas and to social groups that do not have access or only restricted access to banking
services in Romania.
In 2011, Sparkassen Beteiligungs GmbH & Co KG ("SBKG") has been established in Vienna
as a limited partnership for the purpose of holding and administrating all or part of the
shareholdings in Erste Group Bank which have been contributed to it. Sparkassen
Beteiligungs GmbH, a wholly owned subsidiary of ERSTE Foundation, is the general partner
of SBKG. ERSTE Foundation, Allgemeine Sparkasse Oberösterreich Bankaktiengesellschaft
and Kärntner Sparkasse Aktiengesellschaft are the limited partners of SBKG. In the course of
the establishment of SBKG, Kärntner Sparkasse Aktiengesellschaft contributed 850,000
shares and ERSTE Foundation contributed 3.2 million shares in Erste Group Bank to SBKG,
whereas Allgemeine Sparkasse Oberösterreich Bankaktiengesellschaft contributed cash to be
used by SBKG to purchase 2.3 million shares in Erste Group Bank to SBKG. According to the
articles of association of SBKG, ERSTE Foundation has sole (indirect) control over the
management of SBKG and in particular with regard to the voting rights attached to the shares
in Erste Group: Only the general partner Sparkassen Beteiligungs GmbH, which is wholly
owned and controlled by ERSTE Foundation, may represent and manage SBKG, and two
members of the management board of SBKG (which in total comprises four members) are
appointed by ERSTE Foundation. Exercising voting rights in the shareholder's meeting of
Erste Group Bank as well as subscribing new shares in Erste Group Bank are solely to be
decided by the general partner Sparkassen Beteiligungs GmbH, and only the two members of
the management board appointed by ERSTE Foundation (and thus controlled by the Issuer)
may represent SBKG in the shareholders' meeting of Erste Group Bank.
Foundation net assets and fundings (distributions)
The beneficiaries of ERSTE Foundation are legal entities belonging to the group of non-profit,
charitable and religious organisations as defined in the provisions of the Austrian Federal Tax
Procedure Act, as amended. The law does not permit the inclusion of non-profit residential
construction companies in this group of beneficiaries. Beneficiaries who no longer state as
their objectives non-profit, charitable or religious purposes are to be deleted from the group of
beneficiaries. The beneficiaries and the contribution amounts are decided by ERSTE
Foundation’s Management Board in accordance with the Foundation Statutes and the
detailed provisions of its by-laws. Fundings (distributions) to beneficiaries are only permitted to
be funded from the revenues of ERSTE Foundation.
In the event of dissolution of ERSTE Foundation, the remaining assets of the foundation are
to be transferred to the final beneficiaries. The final beneficiaries must use the assets for
purposes that promote the common good. The foundation’s Management Board shall appoint
one or more final beneficiaries whose activities consist of the performance of the same or
similar objectives as ERSTE Foundation.
According to the Foundation Statutes, ERSTE Foundation must retain the investment in Erste
Group Bank, and therefore, in the event of any capital increase of Erste Bank it must exercise
its subscription rights in accordance with its possibilities; reserves must be put aside for future
capital increases.
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In the case that funds will be required to retain the shareholding or for foreseeable capital
increases in Erste Group Bank, ERSTE Foundation must refrain from any fundings according
to the Foundation Statutes.
Funds shall be made available for fundings in accordance with the Foundation Statutes. The
Management Board shall ensure that any fundings paid out do not diminish any claims of
creditors against ERSTE Foundation.
The foundation net assets (consisting of capital and revenue reserves) of ERSTE Foundation
amounted to (excluding hidden reserves) EUR 282,931,679.16 as of 31 December 2010 and
EUR 272,656,023.81 as of 31 December 2009. The foundation net assets therefore increased
in 2010 by some EUR 10.3 million. This change results from the appropriation to free
reserves from the net profit 2010 of EUR 16,097,679.83, and on the other hand from fundings
to beneficiaries from free reserves of EUR 5,822,024.48.
Investments in fixed assets
In 2010, investments in the amount of EUR 0.1 million refer mainly to the furnishings for the
new office of the ERSTE Foundation (EUR 0.03 million) and for further development of the
project database (EUR 0.04 million). Until 30 September 2011, the ERSTE Foundation
invested 0.2 million in fixed assets, whereas 0.1 million were used for its brand, 0.02 million
were used for its website and 0.03 million were used for its databases. Investments of EUR
0.4 million in total are expected for 2011, whereas 0.2 million are to be used for the brand.
Investments of further EUR 0.3 million are planned for 2012.
Investments in financial assets
In 2010 the equity interest in Erste Group Bank decreased approximately in the amount of
EUR 76 million to EUR 1,393.6 million through the sale of 3 million shares. The equity interest
in good.bee Holding GmbH remained unchanged at EUR 2.1 million. Furthermore, ERSTE
Foundation invested EUR 17.2 million in shares and other variable-yield securities. Until 30
September 2011, ERSTE Foundation sold 2.3 million and purchased 0.5 million shares in
Erste Group Bank. In addition 3.2 million shares in Erste Group Bank were contributed to the
limited partnership SBKG (as defined above) which is reported in the balance sheet item
"Shares in Group companies". As of 30 September 2011, ERSTE Foundation owns
90.659.034 shares in Erste Group Bank in the amount of EUR 1,243.9 million.
Trend information
In 2011, the Erste Foundation kept the level of funding and intensified the work in terms of
depth and quality focussed on “leading projects” (on the website called “factory projects”) and
organic development of the identified topics. The budget proposed to the Supervisory Board
for project fundings amounts to EUR 8.5 million for 2012, ie the same amount as in 2011.
Until 30 September 2010, the ERSTE Foundation sold 1.9 million shares of Erste Group Bank
into the market and reduced its investment in Erste Group Bank to 25.59%. The proceeds of
this sale (approximately EUR 56 million) will be used for repayment of debt and hence a
reduction of the liabilities of ERSTE Foundation.
The Issuer is not aware of any material circumstances apart from the information contained in
this Prospectus that would likely have a material effect on the Issuer's prospects for the
current financial year.
Deferred taxes
In 2003, in the course of the transformation of ERSTE AVS into a private foundation, the
taxation of the difference between the tax base of the Erste Bank (now: Erste Group Bank)
shares and the fair value of these shares was deferred until disposal of such shares. This
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difference relating to 76.2 million shares amounted to EUR 564 million on 31 December 2010.
It will be taxed upon a disposal of the shares at a standard rate of 25%, independent from the
actual capital gains. Existing loss carry forwards, as of 31 December 2010 amounting to some
EUR 162 million, may be used to reduce these taxable profits.
Recent developments
Extract from Erste Group Bank's investors information dated 10 October 2011 on CDS
portfolio, Hungarian and Romanian operations, and effective interest rate method
On 10 October 2011, Erste Group Bank released an Ad hoc notice on the decision of its
management board dated 10 October 2011 on a number of measures that affect the
presentation of its CDS portfolio, its Hungarian and Romanian operations, and result in the
uniform application of the effective interest rate method across the Erste Group.
� Erste Group has cut its sovereign exposure to Greece, Portugal, Spain, Ireland and
Italy from EUR 1.9 billion at year-end 2010 to EUR 0.6 billion at 30 September 2011.
95% of this exposure is marked to market as at 30 September 2011. At the same
time the combined sovereign exposure to Greece and Portugal declined to about
EUR 10 million. In addition, Erste Group changes the presentation of its Credit
Default Swap ("CDS") portfolio (protection sold) from amortised cost to market values,
leading to a one-off cumulative charge against shareholders’ equity of
EUR 280 million for the years prior to 2011. The impact on the January to
September 2011 income statement (profit and loss account) amounts to
approximately EUR 180 million (post-tax).
� Erste Group will write down its entire Hungary-related goodwill in the amount of
EUR 312 million pre-tax (EUR 312 million post-tax). Furthermore, Erste Group will
take charges for additional risk provisions totalling EUR 450 million pre-tax
(EUR 450 million post-tax). This is due to unprecedented government intervention in
the Hungarian banking market, an increase in the target Non Performing Loan
("NPL") coverage ratio and a deterioration in asset quality. The goodwill impairment
does not impact regulatory capital or tangible equity.
� Erste Group will partially write down its Romania-related goodwill by EUR 700 million
pre-tax (EUR 627 million post-tax) to reflect the slower than expected economic
recovery. This measure does not impact regulatory capital or tangible equity.
Following a successful buyout of the minority shareholders – as announced Ad hoc
on 14 September 2011 – the remaining goodwill will be supported by a substantially
larger share of BCR's cash flow.
� In anticipation of IFRS 9 implementation, Erste Group will align the effective interest
rate models used across Erste Group, leading to a cumulative one-off charge against
shareholders’ equity of approximately EUR 210 million, as a result of recognising
income over the life of a loan, rather than at the time of payment. This amount will be
recouped through the income statement over the life of the loans. The impact on the
January to September 2011 income statement is approximately EUR 10 million (posttax).
� Based on the above, Erste Group is set to report a net loss of approximately
EUR 920 to 970 million in January to September 2011. Adjusted for extraordinary
charges (excluding the banking taxes in Austria and Hungary) Erste Group expects to
post a net profit of about EUR 700 million in January to September 2011.
� In response to the significantly deteriorated outlook for the Euro-zone economies and
as a precautionary measure Erste Group will postpone the early repayment of the
state portion of the participation capital (EUR 1.2 billion) by at least one year. The
management board of Erste Group will propose to the annual general meeting
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("AGM") not to pay a dividend for the financial year 2011 but to continue servicing
participation capital.
The above measures of Erste Group Bank are intended to address material issues: Erste
Bank Hungary will be repositioned with a view to establish a bank that is more resilient to
political event risk. The reduction of CDS and Euro-zone peripheral exposures is designed to
reduce temporary income statement volatility. And, the acquisition of further shares in BCR is
set to improve Erste Group's position in one of its key markets.
In the view of ERSTE Foundation, a loss of dividends from Erste Group Bank for the financial
year 2011 would have a negative impact on the profit situation of ERSTE Foundation for the
current year. However, given the liquidity and assets, ERSTE Foundation is able to render all
payments due under the Notes.
On Erste Group Bank's ad hoc information dated 27 October 2011 on additional capital
requirements
In connection with the sovereign debt crisis, the European Banking Authority (EBA)
conducted a preliminary assessment of European banks' capital requirements. A core tier 1
ratio of 9% (as per the stress test definition) was set as benchmark, and all EEA sovereign
exposures are marked-to-market. The 9% will have to be met by 30 June 2012.
According to this preliminary calculation of EBA, Erste Group Bank requires additional capital
amounting to EUR 59 million. This result was calculated using half-year 2011 data. The final
result is expected to be determined by the EBA based on financial statements as of the end of
the third quarter, thus taking into account the measures recently announced by Erste Group
Bank.
The Core tier 1 ratio is calculated using EBA methodology and estimates and includes the
participation capital provided by the Republic of Austria in the amount of EUR 1,224 million,
but neither the hybrid capital nor participation capital provided by private investors in the
amount of EUR 540 million.
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ADMINISTRATIVE, MANAGING AND SUPERVISORY BODIES OF ERSTE FOUNDATION
Management Board
Chairman
Andreas Treichl
Other positions:
SB 4 Chairman Banca Comercială Română SA
SB Vice Chairman DONAU Versicherung AG Vienna Insurance
Group
SB Chairman Erste Bank der oesterreichischen Sparkassen AG
SB Chairman MAK-Österreichisches Museum für angewandte
Kunst
SB Chairman Sparkassen Versicherung AG Vienna Insurance
Group
Chairman of MB 5 Erste Group Bank AG
Chairman of MB Felima Privatstiftung
Chairman of MB Ferdima Privatstiftung
Member of Advisory Board good.bee Holding GmbH
Vice Chairman of Advisory Board Haftungsverbund GmbH
Member
Rupert Dollinger
Other positions:
Chairman Career Center Vienna University of Economics
and Business
Member
Theodora Eberle
Other positions:
Chairman of the MB Verein “Bauern helfen Bauern”
Vice Chairman of the MB International Catholic Legislators Network
4 "SB" means Supervisory Board
5 "MB" means Management Board
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Member
Boris Marte
Other positions:
Member of the Board of Directors NEF - Network of European Foundations;
Brussels
Member of the University Advisory Council Universitätsrat der Akademie der bildenden
Künste Wien
Member of the Foundation Advisory Board Stiftungsrat der Österreichischen Ludwig-
Stiftung; Wien
Vice Chairman of the MB Verein "Österreichisches Filmmuseum"
Member of the MB Verein “Architekturzentrum Wien”
Member
Richard Wolf
Other positions:
SB Chairman ASSET ONE Immobilienentwicklungs AG
SB Member Bene AG
Member of the MB Ea Einhundertste WT Holding GmbH
Member of the MB Pa-Dreizehnte WTP Beteiligungsverwaltungs
GmbH
Chairman of MB Wolfgang Rosam Privatstiftung
Member of the MB WOLF THEISS Rechtsanwälte GmbH
The address of the members of the foundation’s Management Board is Friedrichstraße 10,
1010 Vienna.
The foundation’s Management Board presently consists of five, according to the Foundation
Statutes at least three or as a maximum five members. The members of ERSTE Foundation’s
Management Board are appointed by the Supervisory Board for a certain period of time,
specifically for a period of office of at least one year and at the most five years.
If the Supervisory Board fails to comply with the obligation to appoint lacking members of the
foundation’s Management Board to such an extent that its required capacity to conduct
business or act as representative is not given, then the appointment shall be done by the
court pursuant to Art. 27 par. 1 of the Austrian Private Foundation Act. The period of office of
a member appointed by the court is at the most eighteen months but shall end before this
term if the Supervisory Board makes up for this lack and effects the appointments.
When the right of appointment transfers to the court, every member of the foundation’s
Management Board may and should submit proposals to the court for the appointment of
members to the foundation's Management Board.
Only persons may be appointed as members to the foundation’s Management Board that are
also members of the Association or members of the Management Board of Erste Group Bank.
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At least one member of the foundation’s Management Board should be a member of the
Management Board of Erste Group Bank.
The foundation's Management Board shall be autonomously responsible for the management
of ERSTE Foundation. The external representation of ERSTE Foundation shall be done
jointly by two members of the foundation’s Management Board of which one shall be the
chairman or vice chairman.
The foundation's Management Board shall regularly report to the Supervisory Board on the
course of business and situation of ERSTE Foundation; the chairman of the Supervisory
Board shall be sent a written or oral report without delay in the case of any important events.
The foundation's Management Board shall report to the Supervisory Board at every meeting
and to the general assembly once a year of any fundings paid out.
Supervisory Board
Chairman 6
Georg Winckler
Vice Chairman
Georg Winckler
Other positions:
SB Chairman Austria Versicherungsverein auf Gegenseitigkeit
Privatstiftung
SB Vice Chairman Erste Group Bank AG
SB Member Innovationszentrum Universität Wien GmbH
SB Vice Chairman UNIQA Versicherungen AG
Member of the Board of Trustees Educational Testing Service (ETS),
Princeton/New Jersey
Member of the foundation’s MB Wenckheim Privatstiftung
Member
Dietrich Blahut
Other positions:
SB Member Austria Versicherungsverein auf Gegenseitigkeit
6 As of the date of the Prospectus the vice chairman Georg Winckler has assumed the
position of a temporary chairman of the ERSTE Foundation, as on 4 November 2011 Karl
Korinek (former chairman) has resigned from his position as chairman. A new chairman will
be appointed by the members of the Supervisory Board on or about 12 December 2011.
Page 60

Member
Maximilian Hardegg
Privatstiftung.
Other positions:
SB Member Česká spořitelna, a.s.
Member of the MB DLG e.V. Frankfurt, Deutschland
Member of the MB HAT GmbH
Member
Heinz Kessler
Other positions:
SB Vice Chairman Austria Versicherungsverein auf Gegenseitigkeit
Privatstiftung
SB Vice Chairman Česká spořitelna, a.s.
SB Vice Chairman Erste Bank der oesterreichischen Sparkassen
AG
SB Chairman Erste Group Bank AG
SB Chairman Nettingsdorfer Papierfabrik Management AG
SB Chairman Rath Aktiengesellschaft
SB Chairman Reform-Werke Bauer & Co Gesellschaft m.b.H
SB Chairman Reform-Werke Bauer & Co Holding
Aktiengesellschaft
Member of the Nomination Committee and
Chairman of the General Assembly
Member
Peter Mitterbauer
Other positions:
SB Member Andritz AG
Sparkassen-Prüfungsverband
SB Chairman Österreichische
Forschungsförderungsgesellschaft mbH
SB Member Oberbank AG
SB Chairman Österreichische Industrieholding AG (ÖIAG)
SB Vice Chairman Prinzhorn Holding GmbH
SB Member Rheinmetall AG
SB Member Teufelberger Holding AG
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Chairman of MB Miba AG
MB Member Mitterbauer Beteiligungs-Aktiengesellschaft
Member
Johanna Rachinger
Other positions:
General Director Oesterreichische Nationalbibliothek
Member
Bernhard Kainz
Other positions:
SB Member Berufsförderungsinstitut Wien
SB Member Erste Bank der oesterreichischen Sparkassen
AG
Chairman of the Works Council Erste Bank der oesterreichischen Sparkassen
AG
Member of the European Works Council Erste Group Bank AG
Vice Chairman Gewerkschaft der Privatangestellten, Druck
Journalismus, Papier, Wien
Councillor of the Chamber (Kammerrat) Arbeiterkammer Wien
Member
Friedrich Lackner
Other positions:
SB Member Erste Group Bank AG
Chairman of the Board of Directors of the
European Works Council
Erste Group Bank AG
Chairman of the Works Council Erste Group Bank AG
The address of the members of the Supervisory Board is Friedrichstraße 10, 1010 Vienna.
The Supervisory Board currently consists of eight, and pursuant to the Foundation Statutes,
of at least four but at the most ten members. The members of the Supervisory Board are
appointed for a limited period of time, but at the maximum for five years by election.
The members of the Supervisory Board are elected by general assembly of the Association.
The members of the Supervisory Board must be members of the Association except for the
member that is delegated from the group of the works council of Erste Group Bank and the
member that comes from the group works council of Erste Bank der oesterreichischen
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Sparkassen AG, with the procedure in such case being that the respective works council may
propose to the general assembly of the Association a candidate for the election of the works
council member in the Supervisory Board. This regulation shall apply also to the works
councils of any universal successors of the companies mentioned.
Pursuant to the Foundation Statutes and the rules of business, the Supervisory Board shall
have the following tasks
a) supervision of the Management Board and of the accounting practices of ERSTE
Foundation;
b) the appointment and recall of members of the foundation's Management Board including
proposals for the chairman and the vice chairman of the foundation's Management Board;
c) the passing of resolutions on measures requiring approval (see below);
d) the approval of the by-laws of the foundation’s Management Board and of the advisory
boards;
e) representation of the private foundation when conducting legally binding transactions with
members of the foundation's Management Board;
f) fixing the amount of the remuneration of the members of the foundation’s Management
Board;
g) appointment of auditors of the foundation for the event that the audit agency of the
Sparkassen-Prüfungsverband is no longer the statutory prescribed auditor for the foundation;
h) enforcing claims for compensation against members of the foundation's Management
Board;
i) dealing with the audit reports of the foundation auditors;
j) adoption of the audited annual financial statements, approval of the report of the
Management Board and resolution on the use of the net profit and release from liability of the
members of the foundation's Management Board;
k) all other tasks for which the Supervisory Board is responsible under the provisions of the
Austrian Private Foundation Act.
(2) The Supervisory Board shall have the right to do the following:
a) take part in the meeting of the advisory boards;
b) convene a meeting of the foundation’s Management Board indicating the items of the
agenda;
c) inspect the books and other documents of the private foundation at any time and request
explanations and reports from the foundation’s Management Board;
d) request a special audit by an independent auditor or by the audit agency of Sparkassen-
Prüfungsverband and to withdraw the appointment of members of the bodies of the
foundation.
The management actions and the resolutions listed below require a simple majority of the
votes in the Supervisory Board:
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a) all rights of disposal over the shareholdings in Erste Group Bank such as the pledging of or
selling of shares as well as the waiver of subscription rights;
b) investment of funds of the private foundation by buying shares in other companies, namely
such companies that conduct banking business;
c) exercising the rights related to the investment in Erste Group Bank and in other companies
(pursuant to lit. b);
d) the purchase, liens and sale of property;
e) investments that exceed certain purchase costs defined by resolution of the Supervisory
Board in individual cases and in total in one financial year;
f) issuing bonds, granting loans and credit that exceed in individual cases EUR 3,000,000 and
in the respective financial year a total EUR 5,000,000;
g) the granting of loans and credit insofar as these do not belong to regular business
operations;
h) defining the rules of business for itself and for the advisory boards;
i) individual fundings to beneficiaries in amounts that exceed the limit for a calendar year
defined by the Supervisory Board;
j) all measures and dealings that are not part of regular business operations of the private
foundation.
The management actions and the resolutions listed below require a majority of two-thirds of
the votes cast in the Supervisory Board as well as the consent of the general assembly:
a) the general determination of beneficiaries, the determination of the fundings and their
volumes in accordance with the objectives of the foundation and legal provisions (Art. 27a
par. 4 fig. 4 of the Austrian Savings Bank Act) as well as the determination of the final
beneficiary;
b) the exclusion of beneficiaries pursuant to (Art. 27a par. 4 fig. 3 of the Austrian Savings
Bank Act);
c) adding further beneficiaries pursuant to Art. 27a par.4 fig. 3 of the Austrian Savings bank
Act; and
d) a merger of the private foundation with the private foundation being the acquiring entity.
The management measures listed below and the resolutions require the unanimous vote of
the Supervisory Board and furthermore also the approval by the general assembly:
a) a merger of the private foundation as the transferring entity; and
b) the liquidation of the private foundation.
No conflicts of interest
ERSTE Foundation does not have any knowledge of conflicts of interest between the
obligations of the members of the Supervisory Board and/or of the foundation’s Management
Board and their private and any other interests.
Foundation’s auditor
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The foundation’s auditor is the audit agency of the Sparkassen-Prüfungsverband. Should the
audit agency cease to exist or if it loses its exclusive competence to audit private foundations
that emerged from the conversion of a Anteilsverwaltungssparkasse, then according to the
Foundation Statutes, the foundation’s auditor shall be appointed by the Supervisory Board.
Association
ERSTE Foundation is supported in the pursuit of its objectives by a Sparkassenverein
pursuant to the Austrian Savings Bank Act, ie the "Verein - DIE ERSTE österreichische Spar-
Casse Privatstiftung" (the "Association"). As of 30 September 2011, the Association's
members were 106 independent private individuals and 29 honorary members selected by
the Association.
The general assembly of the Association has the right to change the Foundation Statutes.
The Association’s general assembly has the following tasks with respect to ERSTE
Foundation:
a) election of the Supervisory Board, and if applicable, the revocation of the election;
b) the basic determination of beneficiaries, the determination of the fundings and their
volumes in accordance with the objectives of the foundation and the legal provisions (Art. 27a
par. 4 fig. 4 of the Austrian Savings Bank Act) as well as the determination of the final
beneficiary;
c) the exclusion of beneficiaries pursuant to Art. 27a par. 4 (3) of the Austrian Savings Bank
Act;
d) adding further beneficiaries pursuant to Art. 27a par.4 (3) of the Austrian Savings bank Act;
e) the merger of ERSTE Foundation;
f) the dissolution of ERSTE Foundation; and
g) amendments to the Foundation Statutes.
All further rights of the Association and its bodies shall be derived from the Foundation
Statutes, the statutes and the law.
There are no further direct or indirect holdings or controlling interests in the Issuer. ERSTE
Foundation as a private foundation is not permitted to issue shares; no other participation
securities have been issued. The Issuer has no knowledge of any further agreements whose
effects may result to changes in the controlling interests in the Issuer at a later time.
Page 65

SELECTED FINANCIAL INFORMATION
An English translation of the audited annual financial statements of ERSTE Foundation for the
financial years ended on 31 December 2010 and 31 December 2009 with their respective
audit reports are included in this prospectus by way of reference.
Below are excerpts from the English translations of the audited financial statements of
ERSTE Foundation for the financial years ended on 31 December 2010 and 31 December
2009:
Profit and Loss Account of ERSTE Foundation for the financial years ended on 31
December 2009 and 31 December 2010
For the financial year ended
on 31 December
in EUR millions (rounded)
2009 audited 2010 audited
Net interest income -49.295 -54.322
Income on securities and equity interests 64.128 64.128
Commission income 0.068 0.085
Commission expenses 0.032 0.579
Operating income 14.871 9.343
General administrative expenses 6.183 6.279
Operating expenses 6.346 6.500
Operating results 8.525 2.843
Results from ordinary business activities 8.525 16.649
Taxes on income 0.000 0.551
Annual surplus 8.525 16.098
Movements in reserves 8.525 16.098
Profit for the year 0.000 0.000
Profit brought forward 0.000 0.000
Accumulated profit 0.000 0.000
Balance Sheet of ERSTE Foundation as of 31 December 2009 and 31 December 2010
As of 31 December
in EUR millions (rounded) 2009 audited 2010 audited
Assets
Cash in hand and balances with central banks 0.000 0.000
Treasury bills and other bills eligible for refinancing at central banks 0.000 0.000
Loans and advances to credit institution 33.058 290.208
Loans and advances to customers 0.000 0.000
Bonds and other fixed income securities 0.000 0.000
Shares and other variable-yield securities 0.000 17.184
Equity interests 1,471.718 1,395.712
Investments in subsidiaries 0.000 0.000
Intangible assets 0.337 0.255
Tangible assets 0.383 0.313
Own shares 0.000 0.000
Page 66

Other assets 7.132 6.898
Subscribed capital, called but not yet paid in 0.000 0.000
Prepaid expenses 0.000 2.086
Total assets 1,512.628 1,712.655
Liabilities and equity
Amounts owed to credit institutions 1,013.424 906.154
Amounts owed to customers 0.000 0.000
Debts evidence by certificates 200.000 495.000
Other liabilities 24.396 22.335
Deferred income 0.000 0.000
Provisions 2.152 6.235
Subordinate liabilities 0.000 0.000
Supplementary capital 0.000 0.000
Subscribed capital 0.000 0.000
Capital reserves 79.147 79.147
Revenue reserves 193.509 203.784
Accumulated profit 0.000 0.000
Untaxed reserves 0.000 0.000
Total liabilities and equity 1,512.628 1,712.655
The financial year of ERSTE Foundation is the calendar year. The audited financial
statements for 2010 have been approved by the Supervisory Board in its meeting on 14 April
2011.
The audited financial statements and the unaudited interim financial statements for the third
quarter year 2011 have been prepared in the German language. English translations of the
audited financial statements and the unaudited interim financial statements for the third
quarter year 2011 are incorporated by reference into this Prospectus.
Audit Reports
English translations of the German language audit reports of the auditors of the annual
financial statements (balance sheet, profit/loss account and notes) as of 31 December 2009
and as of 31 December 2010 are included in this prospectus by reference.
Interim and other financial information
An English version of the unaudited interim financial statements of ERSTE Foundation as of
30 September 2011 is included in this prospectus by reference. An extract from the English
translation of the unaudited interim financial statement is given below:
Unaudited Interim Financial Statements for the third quarter of ERSTE Foundation as
of 30 September 2011 (compared to 30 September 2010)
As of 30 September Change in %
In EUR thousands (rounded) 2011 2010
Net interest income -32,972 -38,523 -14.4%
Income from securities and equity interests 51,241 48,096 6.5%
Subtotal 18,269 9,573 90.8%
Net fee and commission income -43 -483 -91.1%
Income/expenses from financial transactions -80 38 -310.5%
Other operating income 0 4 -100.0%
Operating income 18,145 9,133 98.7%
Page 67

Personnel expenses -1,930 -1,744 10.7%
Project and general administrative expenses -3,587 -3,517 2.0%
Depreciation/amortization -185 -178 3.9%
Other operating expenses 0 0 -
Operating expenses -5,702 -5,440 4.8%
Operating result 12,443 3,692 237.0%
Value adjustments for securities recognised as financial
assets and for equity interests and shares in Group
companies -17,568 0 -
Income from value adjustments for securities recognized as
financial assets and for equity interests and shares in Group
companies 25,254 6,747 274.3%
Result from ordinary business activity 20,130 10,440 92.8%
Extraordinary result 0 0 -
Taxes on income and earnings and other taxes 0 0 -
Surplus for the period 20,130 10,440 92.8%
Changes to reserves 0 0 -
Profit carryforward 0 0
Accumulated profit 20,130 10,440 92.8%
Unaudited balance sheet of ERSTE Foundation as of 30 September 2011 (compared to
31 December 2010)
In EUR thousands (rounded) 30 September 2011 31 December 2010
Assets
Change
in %
Loans and advances to credit institutions 150,441 290,208 -48.2%
a) repayable on demand 30,441 10,208 198.2%
b) other loans and advances 120,000 280,000 -57.1%
Shares and other variable-yield securities 17,184 17,184 -
Equity interests 1,246,041 1,395,712 -10.7%
Investments in subsidiaries 96,601 0 -
Intangible assets 397 255 55.7%
Tangible assets 144 313 -54.0%
Other assets 7,063 6,898 2.4%
Prepaid expenses 5,013 2,086 140.3%
Total assets 1,522,884 1,712,655 -11.1%
Liabilities and equity
Amounts owed to credit institutions 402,000 906,154 -55.6%
Amounts owed to customers 0 0 -
Debts evidenced by certificates 776,926 495,000 57.0%
Other liabilities 45,682 22,335 104.5%
Defferred income 24 0
Provisions 1,378 6,235 -77.9%
Capital reserves 79,147 79,147 0.0%
Page 68

Revenue reserves 197,597 203,784 -3.0%
Retained earnings 20,130 0 -
Total liabilities and equity 1,522,884 1,712,655 -11.1%
Page 69

ADDITIONAL FINANCIAL INFORMATION
Cash flow statement of ERSTE Foundation as of 30 September 2011 and the financial
years 2010 and 2009
In EUR thousands (rounded)
3. Q. 2011
(unaudited)
2010 2009
€000 €000 €000
Surplus 20,130 16,098 8,525
+/- Capital gain/Capital loss from the disposal of shares -7,687 -13,806 0
+ Depreciation and amortisation 185 221 162
= Cash flow for the period 12,627 2,513 8,688
+/- Increase in short/long-term accruals -4,856 4,083 515
+/- Increase/Decrease in inventories, accounts receivable
and other assets
-3,092 -1,852 -1,367
+/- Increase/Decrease in accounts payable (excluding
liabilities to bank and bills payable) and other liabilities
23,371 -2,062 -2,480
= Cash inflow/outflow from operating activities 28,051 2,682 5,356
- Payment for tangible and intangible assets -158 -68 -638
+/- Equity investments 0 -17,184
+/- Investments good.bee 0 0 -573
+/- Investments in subsidiaries -96,601 - -
+/- Disposal of shares or other securities 157,357 89,812 0
= Cash inflow for investment activities 60,598 72,560 -1,211
+/- Debts evidenced by certificates 281,926 295,000 0
+/- Repayments/Payments of liabilities to banks -504,154 -107,270 -300
= Cash inflow/outflow from financing activities -222,228 187,730 -300
Fundings (Distributions) -6,188 -5,822 -5,960
Changes in cash and cash equivalents effected by
payments
-139,767 257,150 -2,115
- Cash and cash equivalents at the beginning of the period 290,208 33,058 35,173
+ Cash and cash equivalents at the end of the period 150,441 290,208 33,058
Overall change in cash and cash equivalents -139,767 257,150 -2,115
Page 70

The English translation of the report of the auditors on the audit of the cash flow statements
for the financial year 2010 is included in the English translation of the audited annual financial
statements which is included in this prospectus by reference.
The English translation of the report of the auditors on the audit of the cash flow statements
for the financial year 2009 state:
“We have audited the cash flow statement for the financial year 2009. The cash flow
statement supplement the financial statements of DIE ERSTE österreichische Spar-Casse
Privatstiftung prepared in accordance with the Austrian Commercial Code (UGB) for the year
from 1 January to 31 December 2009.
The preparation and the contents of the cash flow statement for the year from 1 January to 31
December 2009 is the responsibility of the legal representatives. Our responsibility is to
express an audit opinion based on the audit in order to determine whether the cash flow
statements for the year from 1 January to 31 December 2009 have been properly prepared
based on the audited financial statements for the year from 1 January to 31 December 2009.
Our responsibility and liability towards DIE ERSTE österreichische Spar-Casse Privatstiftung
as well as towards third parties is subject to the liability limitations of Art. 275 par. 2 Austrian
Commercial Code.
We conducted our audit in accordance with national auditing standards. Those standards
require that we plan and perform the audit in such a manner that we are able to give a
reasonable assurance whether the cash flow statements are free from any material mistakes.
Our audit has not given rise to any objections. In our opinion, the cash flow statement for the
financial years from 1 January to 31 December 2009 has been properly prepared based on
the financial statements for the year from 1 January to 31 December 2009."
Page 71

LEGAL PROCEEDINGS
The Issuer has no information on any governmental, legal or arbitration proceedings, nor is
the Issuer aware of any such proceedings which are pending or threatening, during a period
covering the previous 12 months which may have, or have had in the recent past, significant
effects on the Issuer and/or the Group's financial position or profitability.
Page 72

MATERIAL CONTRACTS
Since 31 December 2010, ERSTE Foundation has not entered into any agreements apart
from such agreements within the scope of its normal business activities that may result in the
Issuer acquiring an obligation or a right that is of material significance for the capacity of the
Issuer to comply with its obligations towards the holders of the Notes or exercise a right with
respect to the Notes.
ERSTE Foundation is a party to the following material agreements:
Cooperation Agreement with La Caixa and Criteria
On 4 June 2009, ERSTE Foundation, jointly with Erste Group Bank, entered into a
cooperation agreement with Caja de Ahorros y Pensiones de Barcelona ("La Caixa") and
Criteria CaixaCorp, S.A. ("Criteria"). This agreement includes framework conditions for a nonexclusive
business cooperation between Erste Group Bank, La Caixa, one of the largest
Spanish banking groups, and Criteria. The agreement gives Criteria the right – under certain
conditions – to the preferential right to take part in the acquisition of financial service providers
and banks in CEE and CIS countries if Erste Group Bank desires a co-investor for such an
acquisition.
Agreement with Criteria on a binding "Preferred Partnership Agreement"
ERSTE Foundation has entered into a "Preferred Partnership Agreement" with Criteria. Under
this agreement, Criteria is considered a long-term, strategic and friendly investor of Erste
Group Bank and shall refrain from making or supporting any hostile takeover bids.
Furthermore, the agreement contains provisions on certain rights of Criteria and ERSTE
Foundation with respect to their holdings in Erste Group Bank. The exercise of joint control by
Criteria and ERSTE Foundation over Erste Bank Group is not intended and ERSTE
Foundation and Criteria may exercise their voting rights as desired. In July 2011, La Caixa
and Criteria re-organised their corporate structure with the consequence that now the newly
formed “CaixaBank” is a shareholder in Erste Group and consequently ERSTE Foundation’s
new partner in the “Preferred Partnership Agreement”, with all agreements remaining
unchanged.
Master Agreement on the issuance of Notes and the appointment of the paying agent
The Issuer entered into a master agreement on 22 March 2010, as supplemented on or about
6 December 2011 with Erste Group Bank in connection with the issuance of Notes. According
to the provisions of this Agreement, the Issuer grants Erste Group Bank for the term of this
Agreement the right to act as Lead Manager and Paying Agent for all bearer Notes to be
issued by the Issuer. The Agreement shall be effective for an indefinite period of time and
may be terminated at the end of a calendar quarter by either of the contractual parties by
observing a period of notice of four weeks. Furthermore, the contract may be terminated in
the case of material breach of contract with a 14 days' notice by either of the contractual
parties. The Agreement ends automatically with the opening of insolvency proceedings over
the Issuer. Erste Group Bank as Lead Manager does not assume any underwriting
commitment for issues by the Issuer but sells the securities mentioned in the Agreement in
the name of and for the account of the Issuer. Erste Group Bank shall receive from the Issuer
an appropriate commission in accordance with usual market rates for the provision of its
services as a Lead Manager and paying agent.
Page 73

TAXATION
The statements herein regarding certain tax issues in Austria, the Czech Republic,
Luxembourg and the Slovak Republic are based on the laws in force in those jurisdictions as
of the date of this Prospectus and are subject to any changes in such laws. The following
summaries do not purport to be comprehensive descriptions of all the tax considerations
which may be relevant to a decision to purchase, own or dispose of Notes and further
disclosure may be included in the Final Terms or a supplement to this Prospectus.
Prospective holders of Notes should consult their tax advisors as to the relevant tax
consequences of the ownership and disposition of Notes.
AUSTRIA
This section on taxation contains a brief summary of the Issuer's understanding with regard to
certain important principles which are of significance in connection with the purchase, holding
or sale of the Notes in the Republic of Austria. This summary does not purport to exhaustively
describe all possible tax aspects and does not deal with specific situations which may be of
relevance for certain potential investors. The following comments are rather of a general
nature and included herein solely for information purposes. These comments are not intended
to be, nor should they be construed to be, legal or tax advice. This summary furthermore only
refers to investors which are subject to unlimited (corporate) income tax liability in Austria. It is
based on the currently valid tax legislation, case law and regulations of the tax authorities, as
well as their respective interpretation, all of which may be amended from time to time. Such
amendments may possibly also be effected with retroactive effect and may negatively impact
on the tax consequences described. It is recommended that potential purchasers of the Notes
consult with their legal and tax advisors as to the tax consequences of the purchase, holding
or sale of the Notes. Tax risks resulting from the Notes shall in any case be borne by the
purchaser. In general, it has to be noted that the Austrian tax authorities have a rather critical
attitude towards structured products which may also give rise to tax benefits.
General remarks
Individuals having a permanent domicile (Wohnsitz) and/or their habitual abode (gewöhnlicher
Aufenthalt) in Austria are subject to income tax (Einkommensteuer) in Austria on their
worldwide income (unlimited income tax liability; unbeschränkte Einkommensteuerpflicht).
Individuals having neither a permanent domicile nor their habitual abode in Austria are subject
to income tax only on income from certain Austrian sources (limited income tax liability;
beschränkte Einkommensteuerpflicht).
Corporations having their place of effective management (Ort der Geschäftsleitung) and/or
their legal seat (Sitz) in Austria are subject to corporate income tax (Körperschaftsteuer) in
Austria on their worldwide income (unlimited corporate income tax liability; unbeschränkte
Körperschaftsteuerpflicht). Corporations having neither their place of effective management
nor their legal seat in Austria are subject to corporate income tax only on income from certain
Austrian sources (limited corporate income tax liability; beschränkte Körperschaftsteuerpflicht).
Both in case of unlimited and limited (corporate) income tax liability Austria's right to tax may
be restricted by double taxation treaties.
As of 1 January 2011 the Budget Accompanying Act of 2011 (Budgetbegleitgesetz 2011),
which will lead to significant changes in the taxation of financial instruments, entered into
force. Since the Austrian Constitutional Court (Verfassungsgerichtshof) decided that the
primary implementation date of 1 October 2011 is unconstitutional, the Tax Amendments Act
of 2011 (Abgabenänderungsgesetz 2011) postponed it by six months until 1 April 2012. As of
the date of this Prospectus, the Austrian Parliament was in the process of passing the Budget
Accompanying Act of 2012 (Budgetbegleitgesetz 2012), which will lead to certain changes in
Page 74

the taxation of financial instruments. The tax disclosure below already incorporates the
expected changes.
Income taxation of Notes purchased before 1 April 2012
In general, the Notes qualify as bonds (Forderungswertpapiere) in the sense of sec. 93(3) of
the Austrian Income Tax Act (Einkommensteuergesetz).
Individuals subject to unlimited income tax liability in Austria holding bonds in the sense of
sec. 93(3) of the Austrian Income Tax Act as a non-business asset (Privatvermögen) are
subject to income tax on all resulting interest payments (which term also encompasses the
difference between the redemption price and the issue price) pursuant to sec. 27(1)(4) and
sec. 27(2)(2) of the Austrian Income Tax Act. If such interest is paid out by an Austrian paying
agent (kuponauszahlende Stelle) then the payments are subject to a withholding tax of 25%.
No additional income tax is levied over and above the amount of tax withheld (final taxation;
Endbesteuerung) in case the bonds are legally and factually offered to an indefinite number of
persons. If interest payments are not effected through an Austrian paying agent, a flat income
tax rate of 25% applies in case the bonds are in addition legally and factually offered to an
indefinite number of persons. Since in this case no withholding tax is levied, interest
payments must be included in the income tax return of the investor. If the bonds are not
legally and factually offered to an indefinite number of persons then the interest payments
must also be included in the investor's income tax return and are subject to income tax at a
marginal rate of up to 50%, any withholding tax being creditable against the income tax
liability.
Individuals subject to unlimited income tax liability in Austria holding bonds as a business
asset (Betriebsvermögen) are subject to income tax on all resulting interest payments (which
term also encompasses the difference between the redemption price and the issue price).
Such interest payments are subject to a withholding tax of 25% in case they are paid out by
an Austrian paying agent. No additional income tax is levied over and above the amount of
tax withheld (final taxation) in case the bonds are legally and factually offered to an indefinite
number of persons. If interest payments are not effected through an Austrian paying agent, a
flat income tax rate of 25% applies in case the bonds are in addition legally and factually
offered to an indefinite number of persons. Since in this case no withholding tax is levied,
interest payments must be included in the income tax return of the investor. If the bonds are
not legally and factually offered to an indefinite number of persons, then the interest payments
must also be included in the investor's income tax return and are subject to income tax at a
marginal rate of up to 50%, any withholding tax being creditable against the income tax
liability.
Corporations subject to unlimited corporate income tax liability in Austria are subject to
corporate income tax on all interest payments (which term also encompasses the difference
between the redemption price and the issue price) resulting from bonds at a rate of 25%.
Under the conditions set forth in sec. 94(5) of the Austrian Income Tax Act no withholding tax
is levied.
Private foundations (Privatstiftung) pursuant to the Austrian Private Foundations Act
(Privatstiftungsgesetz) fulfilling the prerequisites contained in sec. 13(6) of the Austrian
Corporate Income Tax Act (Körperschaftsteuergesetz) and holding bonds as a non-business
asset are subject to interim taxation (Zwischenbesteuerung) on all resulting interest payments
received (which term also encompasses the difference between the redemption price and the
issue price) at a rate of 25% in case the bonds are in addition legally and factually offered to
an indefinite number of persons. If the bonds are not legally and factually offered to an
indefinite number of persons, then the interest payments are subject to corporate income tax
at a rate of 25%. Under the conditions set forth in sec. 94(11) of the Austrian Income Tax Act
no withholding tax is levied.
Page 75

Income taxation of Notes purchased after 31 March 2012
With the passing of the Budget Accompanying Act of 2011, the Austrian legislator intends to
comprehensively realign the taxation of financial instruments, in particular with regard to
capital gains. Pursuant to the newly worded sec. 27(1) of the Austrian Income Tax Act, the
term investment income (Einkünfte aus Kapitalvermögen) comprises:
� income from the letting of capital (Einkünfte aus der Überlassung von Kapital) pursuant to
sec. 27(2) of the Austrian Income Tax Act, including dividends and interest on bonds;
� income from realised increases in value (Einkünfte aus realisierten Wertsteigerungen)
pursuant to sec. 27(3) of the Austrian Income Tax Act, including gains from the sale,
redemption and other realisation of assets that lead to income from the letting of capital
(as well as the balance between the redemption price and the issue price in case of zero
coupon bonds), and also broken-period interest; and
� income from derivatives (Einkünfte aus Derivaten) pursuant to sec. 27(4) of the Austrian
Income Tax Act, including cash settlements, option premiums received and income from
the sale or other realisation of forward contracts like options, futures and swaps and other
derivatives such as index certificates.
Also the withdrawal of Notes from bank deposits (Depotentnahme) is considered as a
realisation of assets; however, no taxation is triggered if certain disclosures are made.
Individuals subject to unlimited income tax liability in Austria holding Notes as a non-business
asset are subject to income tax on all resulting investment income pursuant to sec. 27(1) of
the Austrian Income Tax Act. In case of investment income with an Austrian nexus
(inländische Einkünfte aus Kapitalvermögen), basically meaning income that is paid by an
Austrian paying agent (auszahlende Stelle) or an Austrian custodian agent (depotführende
Stelle), the income is subject to a withholding tax of 25%; no additional income tax is levied
over and above the amount of tax withheld (final taxation pursuant to sec. 97(1) of the
Austrian Income Tax Act). In case of investment income without an Austrian nexus, the
income must be included in the income tax return; in this case it is subject to a flat income tax
rate of 25%. Special rules apply for bonds that have not been legally and factually offered to
an indefinite number of persons. Here, the investment income will in no case be subject to a
withholding tax, but will always have to be included in the income tax return (marginal rate of
up to 50%). Certain restrictions apply regarding the offsetting of losses.
Individuals subject to unlimited income tax liability in Austria holding Notes as a business
asset are subject to income tax on all resulting investment income pursuant to sec. 27(1) of
the Austrian Income Tax Act. In case of investment income with an Austrian nexus (as
described above) the income is subject to a withholding tax of 25%. While this withholding tax
has the effect of final taxation for income from the letting of capital, income from realised
increases in value and income from derivatives must on the other hand be included in the
income tax return (nevertheless flat income tax rate of 25%). In case of investment income
without an Austrian nexus, the income must always be included in the income tax return (flat
income tax rate of 25%). Special rules apply for bonds that have not been legally and factually
offered to an indefinite number of persons. Here, the investment income will in no case be
subject to a withholding tax, but will always have to be included in the income tax return
(marginal rate of up to 50%). Certain restrictions apply regarding the offsetting of losses.
Corporations subject to unlimited corporate income tax liability in Austria are subject to
corporate income tax on all investment income resulting from Notes at a rate of 25%. In case
of investment income with an Austrian nexus (as described above) the income is subject to a
withholding tax of 25%, which can be credited against the corporate income tax liability.
However, under the conditions set forth in sec. 94(5) of the Austrian Income Tax Act no
withholding tax is levied in the first place.
Page 76

Private foundations pursuant to the Austrian Private Foundations Act fulfilling the
prerequisites contained in sec. 13(6) of the Austrian Corporate Income Tax Act and holding
Notes as a non-business asset are subject to interim taxation at a rate of 25% on interest
income, income from realised increases in value and income from derivatives. According to
the wording of the statute, interest income from bonds that have not been legally and factually
offered to an indefinite number of persons is not subject to interim taxation but rather to
corporate income tax at a rate of 25%. In case of investment income with an Austrian nexus
(as described above) the income is subject to a withholding tax of 25%, which can be credited
against the tax falling due. Under the conditions set forth in sec. 94(12) of the Austrian
Income Tax Act no withholding tax is levied.
Pursuant to the draft bill of the Budget Accompanying Act of 2012, as of 1 January 2013, the
Austrian custodian agent will be obliged to offset losses from investment income against
gains from investment income, taking into account all of a taxpayer's bank deposits with the
custodian agent.
EU withholding tax
Sec. 1 of the Austrian EU Withholding Tax Act (EU-Quellensteuergesetz) – which transforms
into national law the provisions of Council Directive 2003/48/EC of 3 June 2003 on taxation of
savings income in the form of interest payments – provides that interest payments paid or
credited by an Austrian paying agent to a beneficial owner who is an individual resident in
another Member State (or in certain dependant or associated territories) is subject to a
withholding tax if no exception from such withholding applies. Sec. 10 of the Austrian EU
Withholding Tax Act provides for an exemption from withholding tax where the beneficial
owner presents to the paying agent a certificate drawn up in his/her name by the competent
authority of his/her Member State of residence for tax purposes, indicating the name, address
and tax or other identification number or, failing such, the date and place of birth of the
beneficial owner, the name and address of the paying agent, and the account number of the
beneficial owner or, where there is none, the identification of the security; such certificate
shall be valid for a period not exceeding three years. As of 1 July 2011, the withholding rate
has been raised to 35%.
Regarding the issue of whether also index certificates are subject to the EU withholding tax,
the Austrian tax authorities distinguish between index certificates with and without a capital
guarantee, a capital guarantee being the promise of repayment of a minimum amount of the
capital invested or the promise of the payment of interest. The exact tax treatment of index
certificates furthermore depends on their underlying.
Austrian inheritance and gift tax
Austria does not levy an inheritance and gift tax anymore.
However, it should be noted that certain gratuitous transfers of assets to (Austrian or foreign)
private law foundations and comparable legal estates (privatrechtliche Stiftungen und damit
vergleichbare Vermögensmassen) are subject to foundation tax (Stiftungseingangssteuer)
pursuant to the Austrian Foundation Tax Act (Stiftungseingangssteuergesetz). Such tax is
triggered if the transferor and/or the transferee at the time of transfer have a domicile, their
habitual abode, their legal seat or their place of effective management in Austria. Certain
exemptions apply in case of a transfer mortis causa, in particular for bank deposits, publicly
placed bonds and portfolio shares (i.e., less than 1%). The tax basis is the fair market value of
the assets transferred minus any debts, calculated at the time of transfer. The tax rate is in
general 2.5%, with a higher rate of 25% applying in special cases.
In addition, a special notification obligation exists for gifts of money, receivables, shares in
corporations, participations in partnerships, businesses, movable tangible assets and
intangibles. The notification obligation applies if the donor and/or the donee have a domicile,
their habitual abode, their legal seat or their place of effective management in Austria. Not all
Page 77

gifts are covered by the notification obligation: In case of gifts to certain related parties, a
threshold of EUR 50,000 per year applies; in all other cases, a notification is obligatory if the
value of gifts made exceeds an amount of EUR 15,000 during a period of five years.
Furthermore, gratuitous transfers to foundations falling under the Austrian Foundation Tax Act
described above are also exempt from the notification obligation. Intentional violation of the
notification obligation may lead to the levying of fines of up to 10% of the fair market value of
the assets transferred.
Page 78

CZECH REPUBLIC
General
Czech tax implications largely depend on whether the Notes qualify as securities. Certain
types of Notes (e.g. certificates and warrants) are not explicitly defined by Czech law.
However, according to a statement published by the Czech National Bank (Czech financial
market regulator), the term "securities" also involves securities that are not specified in the
Czech Capital Markets Act – provided that they meet the general conditions for securities as
indicated in the Czech National Bank’s official statement of 10 September 2007 regarding the
issue of securities that are not provided for by Czech law, published in the Czech National
Bank’s Bulletin.
The information below is based on the assumption that the Notes fulfill all conditions for the
treatment as securities under Czech law. For Czech taxation purposes, proceeds from
specific Notes will be treated either as interest income or capital gains, which may result in
differences in taxation. Prospective investors should verify, among others, the nature of the
Notes and the type of income for each type of the Notes.
Residents
Capital gains
Under the double taxation treaty between Austria and the Czech Republic capital gains from
the sale of the Notes by a tax resident of the Czech Republic are taxable in the Czech
Republic.
Individual investors
Capital gains from the sale of the Notes are exempt from Czech personal income tax if an
individual has held the Notes as a non-business asset for an uninterrupted period of more
than six months. This time limit only applies to non-shareholders and shareholders of the
Issuer who hold a stake of less than 5% in the issuer of the Notes. In all other cases, the
individual must hold the Notes for an uninterrupted period of more than five years for the
personal income tax exemption to be applicable. Either way, the exemption only applies if the
Notes have not been included in the individual’s business assets at any point in time prior to
their sale.
If capital gains from the sale of the Notes held by individuals as a non-business asset are not
tax-exempt, they are subject to personal income tax at a flat rate of 15%, the tax base being
calculated as the income from the sale of the Notes reduced by the purchase price of the
Notes and costs related to their acquisition. A loss from the sale of the Notes may be offset
against gains from the sale of the Notes or other securities in the same fiscal period.
In the case of individuals holding the Notes as a business asset the capital gain from the sale
of the Notes is included in their general income tax base and taxed at a flat rate of 15%. A
loss from the sale of the Notes may be offset against their overall taxable income (other than
employment income) in the current fiscal period. Excess tax losses generated in the current
fiscal year may be carried forward for five fiscal periods.
Corporations
Capital gains from the sale of the Notes held by corporations are to be included in their
general income tax base and taxed at a flat rate of 19%. A loss from the sale of the Notes
may be offset against profits in the current fiscal period or may be carried forward for five
fiscal periods.
Interest
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Under the double taxation treaty between Austria and the Czech Republic, interest paid from
Austria to a Czech tax resident is taxable in the Czech Republic. However, the Austrian
paying agent may under certain conditions deduct withholding tax from interest payments on
the Notes in Austria if the Council Directive 2003/48/EC of 3 June 2003 on taxation of savings
income in the form of interest payments (the "EU Savings Directive") is applicable (see
"Austria" above).
Interest paid on the Notes to a Czech tax resident from foreign sources is subject to income
tax in the Czech Republic.
Individual investors
An individual investor must include the interest received in his overall personal income tax
base, which is taxable at a flat rate of 15%.
If a withholding tax is deducted on the interest in Austria under the EU Savings Directive, the
individual Czech tax resident may declare the tax deducted in Austria on his Czech income
tax return and claim a credit against his Czech tax liability due on the income in respect of
which the deduction was made. If the deduction is greater than the tax liability, the resident
may claim the amount of the surplus from the Czech tax authority.
Corporations
A corporation must include the interest received in its general corporate income tax base,
which is taxable at a flat rate of 19%.
Inheritance and gift tax
If acquiring the Notes as a gift or as an inheritance, resident (and under certain circumstances
also non-resident) individuals and corporations are liable to pay the Czech gift tax or
inheritance tax. The Czech gift tax rate ranges from 1% to 40% and the Czech inheritance tax
rate ranges from 0.5% to 20%. Applicable tax rates depend on the value of the assets
transferred and on the relationship between the deceased/the donor on the one hand and the
heir/the donee on the other hand. A tax exemption may be applied in specific cases, such as
succession by direct relatives and spouses.
Other taxes
No other taxes are levied in the Czech Republic on the acquisition, sale or other disposal of
the Notes.
Non-residents
Tax non-residents are subject to tax only on their Czech source income. Income derived by a
permanent establishment located in the Czech Republic is deemed to be Czech source
income.
Each individual or corporation that receives income subject to Czech tax is obliged to file an
application for registration with the tax authority unless it is accidental or just a one-time tax
liability.
Income may be exempt from taxation or the tax liability may be reduced under the terms of a
relevant double taxation treaty.
Interest
Interest income paid by a Czech paying agent to a non-resident may be treated as Czech
source income. In this case the Czech paying agent withholds a 15% withholding tax from the
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interest paid (with the exception of interest paid to a Czech permanent establishment). The
withholding tax rate may be reduced by an applicable double taxation treaty.
If the interest is considered as income of a permanent establishment, the withholding tax does
not apply and the individual or corporation having the permanent establishment has to pay tax
on the interest income in the same way as tax residents (see the section on residents above).
Under the EU Interest Royalty Directive, the interest paid by the Czech company to related
company located in EU countries or in the Switzerland, Denmark or Iceland may be exempt
from withholding tax if certain additional conditions are met.Capital gains
Income from the sale of the Notes payable by a Czech tax resident or by a permanent
establishment of a Czech tax non-resident located in the Czech Republic to a non-resident
shall be treated as Czech source income taxable in the Czech Republic. The income may be
exempt from taxation under an applicable double taxation treaty.
If no double taxation treaty applies, the following Czech taxation should be taken into account:
Individual investors
Capital gains from the sale of the Notes are exempt from Czech personal income tax if an
individual has held the Notes as a non-business asset for an uninterrupted period of more
than six months. This time limit only applies to investment securities where a shareholding
comprises a maximum of 5%. Otherwise, the individual must hold the Notes for an
uninterrupted period of more than five years for the personal income tax exemption to be
applicable. Either way, the exemption only applies if the Notes have not been included in the
individual’s business assets at any point in time prior to their sale.
If capital gains from the sale of the Notes held by individuals as a non-business asset are not
tax-exempt, they are subject to personal income tax at a flat rate of 15%, the tax base being
calculated as the income from the sale of the Notes reduced by the purchase price of the
Notes and charges related to their acquisition. A loss from the sale of the Notes may be offset
against gains from the sale of the Notes or other securities in the same fiscal period.
In the case of individuals holding the Notes as a business asset the capital gain from the sale
of the Notes is included in their general income tax base and taxed at a flat rate of 15%. A
loss from the sale of the Notes may be offset against overall taxable income (other than
employment income) in the current fiscal period and the following five fiscal periods.
Corporations
Capital gains from the sale of the Notes held by corporations are included in their general
income tax base and taxed at a flat rate of 19% in 2011. A loss from the sale of the Notes
may be offset against profits in the current fiscal period and the following five fiscal periods.
Purchase of the Notes from a non-EEA resident
A Czech resident who purchases the Notes from a resident from outside the European
Economic Area is obliged to withhold and pay a tax security advance at a rate of 1% of the
purchase price for the Notes to the Czech tax authorities unless the respective double
taxation treaty provides tax exemption of the capital gain in the Czech Republic.
If no double taxation treaty is applicable, the seller should file a Czech corporate/personal
income tax return, in which the withheld tax security advance is deducted from the final tax
liability assessed at regular tax rates. If no tax return is filed, the tax security advance withheld
will be treated as the final tax.
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If the Notes are attributed to the permanent establishment of a non-Czech tax resident, a
different tax regime applies. In general, the gain is taxed as a regular business profit of the
permanent establishment in the Czech Republic.
Inheritance and gift tax
Subject to gift tax is the donation of the Notes located in the Czech Republic to non-resident
individuals and corporations. In case the donor is a Czech resident, the tax is payable by the
donor; if the donor is a non-resident, the tax is payable by the non-resident donee. Czech law
is applicable only if a treaty does not provide otherwise.
Subject to inheritance tax are all Notes inherited by non-residents in case the deceased was a
citizen of the Czech Republic. If the deceased was not a citizen of the Czech Republic, nonresidents
are liable to inheritance tax only on Notes located in the Czech Republic at the time
of the death of the deceased. This applies unless an international treaty provides otherwise.
The Czech gift tax rate ranges from 1% to 40% and the Czech inheritance tax rate ranges
from 0.5% to 20%. Applicable tax rates depend on the value of the assets transferred and on
the relationship between the deceased/the donor on the one hand and the heir/the donee on
the other hand. A 100% tax exemption may be applied in specific cases, such as succession
by direct relatives and spouses.
Implementation of the EU Savings Directive
The Czech Republic has implemented the EU Savings Directive. If the payments qualify as
interest or other similar income under the EU Savings Directive, a Czech paying agent will
collect certain specified details in respect of the payments of interest and other similar income
mediated by the Czech paying agent and the Czech Republic will provide this information to
the tax authorities in other EU Member States. The same regime also applies in respect of
certain non-EU countries and dependent territories, such as Switzerland, San Marino,
Monaco, Andorra and Liechtenstein.
Other taxes
No other taxes are levied in the Czech Republic on the acquisition, sale or other disposal of
the Notes.
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LUXEMBOURG
The following summary is of a general nature and is included herein solely for information
purposes. It is based on the laws presently in force in Luxembourg, though it is not intended
to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Notes
should therefore consult their own professional advisers as to the effects of state, local or
foreign laws, including Luxembourg tax law, to which they may be subject.
Please be aware that the residence concept used under the respective headings below
applies for Luxembourg income tax assessment purposes only. Any reference in the present
section to a tax, duty, levy, impost or other charge or withholding of a similar nature refers to
Luxembourg tax law and/or concepts only. Also, please note that a reference to Luxembourg
income tax encompasses corporate income tax (impôt sur le revenu des collectivités),
municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au
fonds pour l'emploi), as well as personal income tax (impôt sur le revenu) generally. Investors
may further be subject to net wealth tax (impôt sur la fortune) as well as other duties, levies or
taxes. Corporate income tax, municipal business tax as well as the solidarity surcharge
invariably apply to most corporate taxpayers resident of Luxembourg for tax purposes.
Individual taxpayers are generally subject to personal income tax and the solidarity surcharge.
Under certain circumstances, where an individual taxpayer acts in the course of the
management of a professional or business undertaking, municipal business tax may apply as
well.
Withholding taxation of the holders of Notes
(i) Resident holders of Notes
Under Luxembourg general tax laws currently in force and subject to the law of 23 December
2005, as amended (the "Law"), there is no withholding tax on payments of principal, premium
or interest made to Luxembourg resident holders of Notes, nor on accrued but unpaid interest
in respect of Notes, nor is any Luxembourg withholding tax payable upon redemption or
repurchase of Notes held by Luxembourg resident holders of Notes.
Under the Law, payments of interest or similar income made or ascribed by a paying agent
established in Luxembourg to or for the benefit of an individual beneficial owner who is
resident of Luxembourg will be subject to a withholding tax of 10%.
Such withholding tax will be in full discharge of income tax if the beneficial owner is an
individual acting in the course of the management of his/her private wealth. Responsibility for
the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of
interest under the Notes coming within the scope of the Law would be subject to a withholding
tax of 10%.
(ii) Non-resident holders of Notes
Under Luxembourg general tax laws currently in force and subject to the laws of
21 June 2005 as amended (the "Laws"), there is no withholding tax on payments of principal,
premium or interest made to non-resident holders of Notes, nor on accrued but unpaid
interest in respect of the Notes held by non-resident holders of Notes, nor is any Luxembourg
withholding tax payable upon redemption or repurchase of Notes held by non-resident holders
of Notes.
Under the Laws implementing the Council Directive 2003/48/EC of 3 June 2003 on taxation of
savings income in the form of interest payments (the "EU Savings Directive")and ratifying
the treaties entered into by Luxembourg and certain dependent and associated territories of
EU Member States (the Territories), payments of interest or similar income made or ascribed
by a paying agent established in Luxembourg to or for the immediate benefit of an individual
beneficial owner or a residual entity, as defined by the Laws, which are resident of, or
Page 83

established in, an EU Member State (other than Luxembourg) or one of the Territories will be
subject to a withholding tax unless the relevant recipient has adequately instructed the
relevant paying agent to provide details of the relevant payments of interest or similar income
to the fiscal authorities of his/her/its country of residence or establishment, or, in the case of
an individual beneficial owner, has provided a tax certificate issued by the fiscal authorities of
his/her country of residence in the required format to the relevant paying agent. Responsibility
for the withholding of the tax will be assumed by the Luxembourg paying agent. Payments of
interest under the Notes coming within the scope of the laws would at present be subject to
withholding tax of 35%.
EU Savings Directive
On 15 September 2008 the European Commission issued a report to the Council of the
European Union on the operation of the EU Savings Directive, which included the
Commission's advice on the need for changes to the EU Savings Directive. On 13 November
2008 the European Commission published a more detailed proposal for amendments to the
EU Savings Directive, which included a number of suggested changes. The European
Parliament approved an amended version of this proposal on 24 April 2009. If any of the
proposed changes are made in relation to the EU Savings Directive, they may amend or
broaden the scope of the requirements described above.
Income taxation
(i) Resident holders of Notes
A corporate holder of Notes must include any interest accrued or received, any redemption
premium or issue discount, as well as any gain realised on the sale or disposal, in any form
whatsoever, of the Notes, in its taxable income for Luxembourg income tax assessment
purposes. The same inclusion applies to an individual holder of Notes, acting in the course of
the management of a professional or business undertaking.
A holder of Notes that is governed by the law of 11 May 2007 on family estate management
companies, or by the law of 17 December 2010 on undertakings for collective investment, or
by the law of 13 February 2007 on specialised investment funds. as amended, is neither
subject to Luxembourg income tax at progressive rates in respect of interest accrued or
received, any redemption premium or issue discount, nor on gains realised on the sale or
disposal, in any form whatsoever, of the Notes.
An individual holder of Notes, acting in the course of the management of his/her private
wealth, is subject to Luxembourg income tax in respect of interest received, redemption
premiums or issue discounts, under the Notes, except if (i) withholding tax has been levied on
such payments in accordance with the Law, or (ii) the individual holder of the Notes has opted
for the application of a 10% tax in full discharge of income tax in accordance with the Law,
which applies if a payment of interest has been made or ascribed by a paying agent
established in a EU Member State (other than Luxembourg), or in a Member State of the
European Economic Area (other than an EU Member State), or in a state that has entered
into a treaty with Luxembourg relating to the EU Savings Directive. A gain realised by an
individual holder of Notes, acting in the course of the management of his/her private wealth,
upon the sale or disposal, in any form whatsoever, of Notes is not subject to Luxembourg
income tax, provided this sale or disposal took place more than six months after the Notes
were acquired. However, any portion of such gain corresponding to accrued but unpaid
interest income is subject to Luxembourg income tax, except if tax has been levied on such
interest in accordance with the Law.
(ii) Non-resident holders of Notes
A non-resident holder of Notes, not having a permanent establishment or permanent
representative in Luxembourg to which such Notes are attributable, is not subject to
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Luxembourg income tax on interest accrued or received, redemption premiums or issue
discounts, under the Notes. A gain realised by such non-resident holder of Notes on the sale
or disposal, in any form whatsoever, of the Notes is further not subject to Luxembourg income
tax.
A non-resident corporate holder of Notes or an individual holder of Notes acting in the course
of the management of a professional or business undertaking, who has a permanent
establishment or permanent representative in Luxembourg to which such Notes are
attributable, is subject to Luxembourg income tax on interest accrued or received, redemption
premiums or issue discounts, under the Notes and on any gains realised upon the sale or
disposal, in any form whatsoever, of the Notes.
Net wealth taxation
A corporate holder of Notes, whether it is a resident of Luxembourg for tax purposes or, if not,
it maintains a permanent establishment or a permanent representative in Luxembourg to
which such Notes are attributable, is subject to Luxembourg wealth tax on such Notes, except
if the holder of Notes is governed by the law of 11 May 2007 on family estate management
companies, or by the law of 17 December 2010 on undertakings for collective investment, as
amended, or by the law of 13 February 2007 on specialised investment funds, as amended,
or is a securitisation company governed by the law of 22 March 2004 on securitisation, as
amended, or is a capital company governed by the law of 15 June 2004 on venture capital
vehicles, as amended.
An individual holder of Notes, whether he/she is resident of Luxembourg or not, is not subject
to Luxembourg wealth tax on such Notes.
Other taxes
Neither the issuance nor the transfer of Notes will give rise to any Luxembourg stamp duty,
value added tax, issuance tax, registration tax, transfer tax or similar taxes or duties.
Where a holder of Notes is a resident of Luxembourg for tax purposes at the time of his/her
death, the Notes are included in his/her taxable estate for inheritance tax assessment
purposes.
Gift tax may be due on a gift or donation of Notes if embodied in a Luxembourg deed passed
in front of a Luxembourg notary or recorded in Luxembourg.
Page 85

SLOVAK REPUBLIC
General
The purpose of the summary below is to provide a general overview of the relevant Slovak tax
rules based on the laws in force in Slovakia as of the date of this Prospectus. It does not
purport to be a comprehensive description of all tax implications that might be relevant to an
investment decision. Please note that Investors in the Notes should consult with their
professional advisers particular circumstances which should be examined and considered in
detail.
According to the Slovak Act on Securities and Investment Services (No. 566/2001 Coll.) a
security is defined widely and shall mean any instrument or record which is assessable in
monetary terms, created in a form stipulated by law, carrying rights as defined in that Act and
in separate laws, in particular the right to demand certain assets or exercise certain rights
against persons specified by law. The information below is based on the assumption that the
Notes fulfil all conditions for the treatment as securities under Slovak law.
Residency
Individuals, who are residents in Slovakia, are subject to unlimited income tax liability on their
world-wide income (i.e. income from domestic and foreign sources). An individual is resident
in Slovakia if he/she has his/her domicile (a registered permanent stay) or habitual place of
abode (a physical presence for more than 183 days in a calendar year) in Slovakia.
Corporations having their registered office and/or their place of effective management (the
place, in which management and business decisions are taken by statutory and supervisory
bodies of the legal entity) in the territory of the Slovak Republic are subject to corporate
income tax in Slovakia on their world-wide income (i.e. income from domestic and foreign
sources).
Non-residents (both individuals and corporations) are subject to income tax only on income
from certain Slovak sources. Both in case of residents and non-residents Slovak's right to tax
may be restricted by a relevant double taxation treaty.
Residents
Interest
In general, interest income earned from the securities is subject to a withholding tax of 19%. If
the interest paid has a source in Slovakia, the tax should be withheld by a paying agent at the
moment of payment. The tax withheld could have an effect of final taxation or the taxpayer
could offset it against the tax due in the same fiscal period.
In case the recipient of the interest payment from an Austrian source is a Slovak resident, the
relevant provision of the double taxation treaty between Austria and the Slovak Republic is
applicable. Under this double taxation treaty, interest income received by a Slovak tax
resident from Austria is in general only taxable in the Slovak Republic.
Note that an Austrian paying agent may, under certain conditions, deduct a withholding tax
from interest payments in Austria if the Savings Directive (2003/48/EC) is applicable. If such
withholding tax is levied in Austria, it can be credited against the tax liability through filing a
personal income tax return in Slovakia.
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Capital gains
Income from the sale of securities issued in Austria is subject to (personal/corporate) income
tax in Slovakia if the recipient is a Slovak resident. Such income should be included in the
taxpayer's income tax base.
When considering the taxation of the sale of securities the source of which is in Austria, the
provisions of the existing double taxation treaty between Austria and the Slovak Republic
should be taken into consideration. Under the provisions of this double taxation treaty capital
gains from the sale of such securities are in general taxable only in the Slovak Republic. The
income tax is levied as follows:
Individual investors holding the Notes as a non-business asset
Capital gains from the sale of the Notes are subject to personal income tax at a flat rate of
19%. A loss from the sale of the Notes shall not be offset against gains from the sale of the
Notes or other securities in the same fiscal period - only the expenses up to the amount of
income shall be considered upon the calculation of the tax base.
The tax base shall be equal to the taxable income less any expenses, which may be
documented as having been incurred in order to generate the income. Expenses that can be
deducted are the purchase price proven to be paid for the Notes, or when there is no
purchase then the price for the Notes determined at the time when the Notes were acquired,
and the expenses related to the acquisition or purchase of the Notes.
Capital gains from the sale of the Notes will be exempt from Slovak personal income tax if the
aggregate of the tax base related to the "other income" category (i.e. debentures, shares, bills
of exchange etc.) does not exceed the flat amount of EUR 500 (effective as of January 1,
2011). The same limit for exemption relates to rental income, income from the transfer of
options, income from the transfer of an interest in a company etc. If the above mentioned limit
is exceeded, only the excess amount is included in the tax base.
Individual investors holding the Notes as a business asset
In the Slovak Republic there is no difference between the tax rate for individuals and
corporations. Capital gains from the sale of the Notes are included in the personal income tax
base and taxed at a flat rate of 19%.
In the case of the sale of securities, a loss is generally treated as a tax non-deductible
expense. However, a loss from the sale of the Notes may be offset against the gains from the
sale of the Notes or other securities in the same fiscal period.
Under the following conditions the loss incurred is entirely accepted as a tax deductible
expense: (i) securities traded at a stock exchange, the acquisition cost of which is not higher,
and the proceeds from the sale of which are not lower than a deviation of 10% from the
average quotation published by the stock exchange on the date of purchase or sale, or, if the
securities are not traded on such a date, from the last published average quotation; as
regards the securities above, the expense shall be equal to the acquisition cost of shares, or,
with respect to other securities, the acquisition cost adjusted by the valuation difference
arising out of valuation at the fair market price which is included in the tax base; (ii) bonds, the
selling price of which is not lower by more than the interest accrued on the bonds and
included in the tax base prior to the date of sale or the date of maturity of the bond; and (iii)
for taxable parties which are engaged in the trading with securities pursuant to special
legislation, and which may deduct the expense of the acquisition of securities up to the
amount posted as their cost.
Corporations
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Capital gains from the sale of the Notes are included in the corporate income tax base and
taxed at a flat tax rate of 19%. In the Slovak Republic there is no difference in taxation of
capital gains of individual investors holding the Notes as a business asset and corporations,
therefore the section above applies to corporations as well.
Non-residents
If the recipient of the interest income is a taxpayer with limited tax liability in Slovakia, the
particular double taxation treaty should be considered (if any). For a non-resident taxpayer
the tax withheld may be treated as a prepayment provided that the tax was withheld from the
interest or other income from the credits, loans and derivates pursuant to the special
legislation (Act No. 566/2001 Coll.). The tax withheld may be credited against the tax liability
in the tax return (in case of the affirmative tax base) or refunded via tax return (in case of the
tax loss).
EU Savings Directive
The Slovak Republic has implemented the Directive 2003/48/EC on taxation of savings
income in the form of interest payments. Therefore, an exchange of information between tax
authorities is applicable. Pursuant to the Act on Tax Administration, a Slovak paying agent,
who pays interest income to an individual beneficial owner from another EU Member State or
from a dependent or associated territory of a Member State, is obliged to provide specific
information about such payment to the tax authorities by 31 March for the previous calendar
year.
Interest income subject to the automatic exchange of information is defined in the Act on Tax
Administration as follows: interest and other income from credits and loans, interest from
deposits in a term deposit and current accounts, income incurred from participation
certificates, bonds, certificates of deposit, treasury bills and other securities of similar
characteristics during the holding of such a financial instrument or income accrued at the sale,
refund or redemption of the financial instrument.
The aim of the automatic exchange of information between Member States concerning
interest payments under the provisions of the Savings Directive is the effective taxation of
interest payments in the beneficial owner's Member State of residence in accordance with the
national law of that State.
Other taxes
There is no inheritance or gift tax in the Slovak Republic.
However, if Notes are donated by an employer to a Slovak tax resident who is an employee,
or if Notes are donated to a Slovak tax resident who is self-employed and these Notes are
donated in connection with the carrying out of this self-employment, the value of the gift is
subject to Slovak income tax and related health insurance contributions. As of January 1,
2011 the value of gift is also subject to the Slovak social insurance contributions since the
assessment base for social insurance purposes generally follows the tax base of the
individual (employee or self-employed person), although some exemptions may apply.
No other taxes are levied in the Slovak Republic on the acquisition, sale or other disposal of
the Notes by residents.
Page 88

OFFER AND SUBSCRIPTION
The Programme provides for permanent and/or repeated issues of Notes. In case of tap
issues (defined as such in the Final Terms) the offer period largely equals the term and the
issue price may be adjusted from time to time. The Issuer may also set out a subscription
period in the Final Terms and may shorten or extend it.
The invitation to make offers towards purchaser of the Notes is made by the Issuer and/or
distribution partners, if any. The offer to subscribe for Notes is to be made by the investors.
The Issuer retains the right to accept or reject subscription offers (in whole or in part).
Proceedings for a reduction of the allocation and for refunding of amounts are in general not
applicable. Die Issuer retains the right in individual cases to reduce the allocation of
subscribed Notes and to refund the subscription amounts.
The denomination of the Notes and/or minimum or maximum subscription amounts (if such
are applicable) are set out in the Final Terms.
The payment of the subscription price and the delivery of the Notes are effected on the basis
of a subscription agreement concerning the acquisition of the respective Notes to be
concluded between the investor and the Issuer and/or distribution partners, if any.
The results of the offer of Notes will be disclosed by the Issuer at the end of the respective
applicable subscription period (see point 27 of the Final Terms), which means that (i) in case
of a single issue on or around the Issue Date, or (ii) in case of tap issue immediately after the
end of the offer, to the Oesterreichische Kontrollbank AG as central securities depositary of
the Notes.
Proceedings for exercising preferential rights, the transferability of subscription rights and
treating of not exercised subscription rights shall not apply.
The Notes shall primarily be offered to retail customers. In general however, the invitation to
make an offer for subscription of Notes is not made to a restricted group of investors.
Therefore, no different categories of investors exist to whom the Notes may be offered.
The subscribers will be informed of the allocated amount of Notes by credits of the Notes to
their securities accounts. It is not possible to start trading in the Notes on a regulated market
before the allocation of Notes.
The issue price and the aggregate nominal amount of the Notes will be fixed by the Issuer at
the beginning of the offer and are set out in the Final Terms. In case the issue and/or the
aggregate nominal amount for a specific tranche is not fixed at the issue date, the Final
Terms will set out the proceeding for the calculation and publication of such information.
In case of tap issues the issue price will be adjusted by the Issuer by taking into account
several price-relevant factors as e.g. the current interest rate and other product-specific
criteria according to market conditions prevailing from time to time. The aggregate principal
amount may increase from time to time upon subscriptions being made. The Issuer will
specify in such case an upper limit for the aggregate principal amount of the Notes in the
Final Terms.
Additionally, the issue price may include an issue premium (in such case set out in the Terms
and Conditions of the Notes and/or the Final Terms) which is intended to cover commissions
for the Issuer or other ancillary costs arising in connection with the issue and hedging of the
respective Notes. Costs, taxes and disbursements incurred by the investor in connection with
a secondary purchase of the Notes are outside of the influence of the Issuer.
Page 89

The ERSTE Foundation has appointed the Erste Group Bank to act as arranger and dealer in
accordance with the Framework Agreement dated 22 March 2010, as amended on or about 6
December 2011. The Erste Group Bank will be acting as coordinator and/or placer for the
Issuer in connection with the issuance of the Notes, unless stated otherwise in the Final
Terms. All co-ordinators and/or placers appointed in the future will be set out in the Final
Terms.
The Notes may be distributed in accordance with the Final Terms with a firm commitment, or
on the basis of a "best efforts arrangement" or in any other way. In case a subscription
agreement has been concluded, the date of this will be disclosed in the Final Terms.
Currently, no intermediaries acting in secondary trading have been appointed by the Issuer.
Any intermediaries appointed will be set out in the Final Terms.
Page 90

SELLING RESTRICTIONS
This Prospectus may not be published in any country in which regulations for the registration,
admission or other provisions in connection with a public offer exists or may exist, which could
be against the publication or an offer of the Notes. In particular, the Prospectus may not be
brought into the United States of America.
The Notes issued under this Prospectus by the Issuer have not been and will not be
registered under the United States Securities Act of 1933 and may include Notes in bearer
form that are subject to US tax law requirements. Subject to certain exceptions, notes may
not be offered, sold or delivered within the United States or to US persons. (as defined by the
applicable rules).
Public offerings of the Notes may be made in Luxembourg, the Czech Republic and the
Slovak Republic or any other country where the Prospectus has been successfully notified to
(each an "Offer Jurisdiction"). The Notes may not be offered publicly in any other Member
State of the European Economic Area which has implemented the Prospectus Directive,
except to the extent that the offer will be made pursuant to an exemption under Article 3 of the
Prospectus Directive from the requirement to publish a prospectus by the Issuer.
"Public offering" of the Notes in an Offer Jurisdiction which is a Member State of the
European Economic Area means a communication to the general public in any form
whatsoever that contains adequate information on the terms and conditions of an offering or
an invitation to subscribe for securities, and on the securities themselves that gives potential
investors a basis on which to reach an informed decision on the purchase or subscription to
securities, provided that deviations from this definition under national implementation
provisions shall be included by the definition.
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GENERAL INFORMATION
(1) The Issuer is not aware of any conflicts – including interest conflicts – which would
have a material effect on the issuance / offer of the Notes, except as specified in the
Final Terms.
(2) The establishment of the Programme was authorised by a resolution of the Managing
Board of the Issuer passed on 11 October 2010. Single issuances under the
Programme will be issued on the basis of separate resolution of the Managing Board
made in coordination with the Supervisory Board.
(3) Except as disclosed under "Recent developments" in the Prospectus, there has been
no significant change in the financial or trading position of the Issuer since 30
September 2011 and no material adverse change in the prospects of the Issuer since
31 December 2010.
(4) No governmental, legal or arbitration proceedings (including any such proceedings
which are pending or threatened of which the Issuer is aware), during a period of
twelve months preceding the date of this Prospectus, may have or have had in the
recent past, significant effects on the Issuer and/or the Erste Group's financial
position or profitability.
(5) The Securities Code and the Securities Identification Number (ISIN) for each Series
of Notes will be set out in the Final Terms.
(6) The address of Euroclear is 1 Boulevard du Roi Albert II, B-1210 Brussels, Belgium,
the address of Clearstream, Luxembourg is 42 Avenue JF Kennedy L-1855
Luxembourg and the address of Oesterreichische Kontrollbank AG is Am Hof 4, A-
1011 Vienna. The address of any alternative clearing system will be specified in the
applicable Final Terms.
(7) Copies of the latest financial statements and interim financial statements dated 30
September 2010 of the Issuer may be obtained, and copies of the Prospectus
(including supplements) and any Final Terms of a respective Series will be available
for inspection at the registered office of the Issuer and at the specified office of the
Paying Agent during normal business hours as long as any of the Notes of the
respective Series are outstanding.
(8) Die Sparkassen-Prüfungsverband Prüfungsstelle (statutory auditor, two current
directors of which are members of the Austrian Institute of Auditors) of
Grimmelshausengasse 1, A-1030 Vienna has audited and rendered unqualified audit
reports on the financial statements of the Issuer for the years ended on 31 December
2009 (dated 22 March 2010) and the year ended 31 December 2010 (dated 14 April
2011).
(9) The holders of the Notes will be represented in any judicial action or bankruptcy
proceedings instituted in Austria against the Issuer by an attorney (curator) appointed
by and responsible to the Commercial Court of Vienna under the statute of 24 April
1874, Imperial Legislation Gazette no. 49 as amended (Kuratorengesetz).
(10) For so long as Notes may be issued pursuant to this Prospectus, the following
documents are available, during usual business hours on any weekday (Saturdays
and public holidays excluded), for inspection at the registered office of the Issuer and
the specified office of the Paying Agent:
(i) Foundation Statutes (Stiftungserklärung) of the Issuer dated 10 December
2008;
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(ii) the published annual report and audited financial statements of the Issuer for
the two most recent financial years ended prior to the date of this Prospectus
and any subsequent interim financial statements of the Issuer; and
(iii) a copy of this Prospectus.
(11) Electronic versions of the following documents will be available on the website of the
Issuer under "www.erstestiftung.org" and on the website of the Luxembourg Stock
Exchange under "www.bourse.lu":
(i) a copy of this Prospectus; and
(ii) English translations of the audited financial statements of the Issuer for the
financial years ended 31 December 2009 and 31 December 2010 and the
unaudited interim financial statements of the Issuer for the third quarter
ended 30 September 2011.
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GLOSSARY AND LIST OF ABBREVIATIONS
For ease of reference, the glossary below sets out certain abbreviations and meanings of certain
terms used in the Prospectus. Readers of the Prospectus should always have regard to the full
description of a term contained in the Prospectus.
2010 PD Amending
Directive
means the Directive 2010/73/EC of the European Parliament and
the Council of 24 November 2010
Austrian Banking Act The Austrian Banking Act 1993 as amended (Bankwesengesetz)
CEE Central Eastern Europe
Clearstream Clearstream Banking S.A.
Companies Register The Austrian companies register (Firmenbuch) at the Vienna
Commercial Court (Handelsgericht)
CSSF means the Luxembourg Financial Sector Supervisory
Commission (Commission de Surveillance du Secteur Financier),
the competent authority in Luxembourg for approving
prospectuses
EEA European Economic Area
Erste Group means the Erste Group Bank, together with its subsidiaries and
associated companies
Erste Group Bank Erste Group Bank AG, the ultimate parent company of Erste
Group, registered in the Companies Register under FN 33209m
ERSTE Foundation DIE ERSTE österreichische Spar-Casse Privatstiftung
EUR Euro
EURIBOR The Euro Inter-bank Offered Rate
Euroclear Euroclear Bank S.A./N.V.
Euro-Zone The region comprising those member states of the EU that have
adopted the single currency in accordance with the Treaty
establishing the European Community (signed in Rome on 25
March 1957), as amended by the Treaty on the EU (signed in
Maastricht on 7 February 1992) and the Amsterdam Treaty of 2
October 1997, as further amended from time to time
Fixed Rate Notes Notes on which interest is fixed during the term of the Note.
Floating Rate Notes Notes on which interest is payable with a variable coupon, and
which are redeemed at par.
Haftungsverbund The guarantee system that was formed on the basis of a set of
agreements with the majority of the Austrian savings banks
ICMA means the International Capital Markets Association
ISDA means the International Swaps and Derivatives Association, Inc.
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LIBOR means the London Inter-bank Offered Rate
OeKB Oesterreichische Kontrollbank Aktiengesellschaft,
Am Hof 4; A-1011 Vienna, Austria
Prospectus Directive means the Directive 2003/71/EC of the European Parliament and
the Council of 4 November 2003
Senior Notes Senior Notes constitute direct, unconditional, unsecured and
unsubordinated obligations of the Issuer, save for any obligations
required to be preferred by law.
Supervisory Board means the supervisory board (Aufsichtsrat) of the Issuer
Zero Coupon Notes Zero Coupon Notes are Notes which do not include any coupon.
The difference between the redemption price and the issue price
constitutes the yield, in lieu of periodic interest payments.
Therefore, the investor receives only one payment: the sales
proceeds of a sale prior to maturity or the redemption amount at
maturity.
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ISSUER
DIE ERSTE österreichische Spar-Casse Privatstiftung
Friedrichstraße 10
A-1010 Vienna
Austria
ARRANGER AND DEALER
Erste Group Bank AG
Graben 21
A-1010 Vienna
Austria
PAYING AGENT AND CALCULATION AGENT
Erste Group Bank AG
Graben 21
A-1010 Vienna
Austria
AUDITOR
Sparkassen-Prüfungsverband Prüfungsstelle
Grimmelshausengasse 1
A-1030 Vienna
Austria
LEGAL ADVISOR
WOLF THEISS
Rechtsanwälte GmbH
Schubertring 6
A-1010 Vienna
Austria