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

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implementation of the Issuer's strategies. Loss or failure to recruit and keep key personnel<br />

could have a material adverse effect on the Issuer's operations.<br />

Changes in the legal and taxation conditions may adversely affect the Issuer<br />

In Austria and in other countries in which the Issuer operates it is subject to the relevant<br />

national and international laws and treaties. Changes in existing laws and/or regulations<br />

and/or tax rules in countries in which the Issuer operates may have material adverse effects<br />

on the Issuer's business, financial position and results of operations.<br />

In the development and execution of its projects the Issuer is dependent on<br />

cooperation partners<br />

In the development and execution of its projects, the Issuer is dependent on cooperation<br />

partners. Due to this dependency there is a risk that in case of misconduct of the cooperation<br />

partners, projects cannot be implemented as planned or only with delay. This may have<br />

financially adverse effects on the Issuer and may also adversely affect the Issuer's reputation.<br />

Risk factors arising from the Erste Group’s business operations<br />

The Issuer is the Erste Group Bank’s principal shareholder and controls 25.63% of the share<br />

capital. The Issuer’s business operations and a material part of its interest payments on<br />

borrowings and interest rate derivatives is funded through dividend income from its<br />

investment in Erste Group Bank. With regard to Erste Group Bank, the Issuer is exposed to<br />

the risks of a shareholder. Therefore, <strong>ERSTE</strong> Foundation (through its shareholding in Erste<br />

Group Bank) has a substantial exposure to risks resulting from the business operations of<br />

Erste Group Bank (and its consolidated subsidiaries, together the "Erste Group”). Especially<br />

the risk factors set out below in connection with the Erste Group, in the event of their<br />

materialisation, may have considerable negative effects on the Issuer’s liquidity, business,<br />

results of operations, and financial position and may result in a worst case scenario in the<br />

total loss of the capital invested under the Notes.<br />

The recent global financial and economic crisis and the current sovereign debt crisis<br />

have had and are likely to continue to have a material adverse effect on the Erste<br />

Group and its markets<br />

Extreme volatility and the downturn in global capital and credit markets from mid-2007<br />

through the first half of the year 2009 have had a material adverse effect on the international<br />

banking sector. These conditions reduced the availability of private financing for both financial<br />

institutions and their customers, compelling many financial institutions to seek liquidity from<br />

governments and central banks. The lack of confidence in the international financial markets<br />

and worsening economic conditions have had adversely affected Erste Group's business and<br />

results of operations and may still have adverse effects on its financial condition in the future<br />

as Erste Group must expect inter alia higher default rates of borrowers.<br />

Banks are also faced with the turmoil that is caused by the European sovereign debt crises<br />

that commenced in the first half of 2010 and which is continuing and worsening. The new<br />

flare-up in the European sovereign debt crisis in 2011 might lead to further impairments and<br />

write-offs of European sovereign debt for market participants, in particular banks and other<br />

financial institutions, adversely affecting the financial position of these market participants,<br />

thereby causing market disruptions, volatility, contractions of lending, nationalisations, and in<br />

a worst case scenario, bankruptcies. All this could have a materially adverse effect on the<br />

economy as a whole, thereby seriously affecting Erste Group's business, and may also cause<br />

unexpected currency fluctuations. It is expected that the difficult conditions in the international<br />

financial markets and economic conditions in the countries where Erste Group has operations<br />

will not improve significantly in the near future. If this happens to be true, it can be expected<br />

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