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

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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 Page 64
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
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DIE ERSTE österreichische Spar-Cas
Page 3 and 4:
In this Prospectus, unless otherwis
Page 5 and 6:
SELLING RESTRICTIONS ..............
Page 7 and 8:
DOCUMENTS INCORPORATED BY REFERENCE
Page 9 and 10:
SUMMARY OF THE PROGRAMME This summa
Page 11 and 12:
Credit Risk Credit risk is the risk
Page 13 and 14: Business of ERSTE Foundation DIE ER
Page 15 and 16: Risk Factors arising from Erste Gro
Page 17 and 18: RISK FACTORS Prospective investors
Page 19 and 20: implementation of the Issuer's stra
Page 21 and 22: Interest rate fluctuations may adve
Page 23 and 24: of the Notes. A downgrading of the
Page 25 and 26: Noteholders are exposed to the risk
Page 27 and 28: Holders of Fixed Rate Notes are exp
Page 29 and 30: Investors have to rely on the funct
Page 31 and 32: epresented by a global note in bear
Page 33 and 34: exclusive jurisdiction. Consumers w
Page 35 and 36: Terms and Conditions [Title of Note
Page 37 and 38: [insert definition of EURIBOR and E
Page 39 and 40: [in the case of "Actual/365" or "Ac
Page 41 and 42: § 9 Taxation All payments of princ
Page 43 and 44: [In case of early redemption on the
Page 45 and 46: 17. 18. (iii) Partial Redemption: (
Page 47 and 48: General DIE ERSTE ÖSTERREICHISCHE
Page 49 and 50: VolkswagenStiftung 2,457,544,000 (M
Page 51 and 52: The development objective of ERSTE
Page 53 and 54: financial services by other banks d
Page 55 and 56: In the case that funds will be requ
Page 57 and 58: ("AGM") not to pay a dividend for t
Page 59 and 60: Member Boris Marte Other positions:
Page 61 and 62: Member Maximilian Hardegg Privatsti
Page 63: Sparkassen AG, with the procedure i
Page 67 and 68: Other assets 7.132 6.898 Subscribed
Page 69 and 70: Revenue reserves 197,597 203,784 -3
Page 71 and 72: The English translation of the repo
Page 73 and 74: MATERIAL CONTRACTS Since 31 Decembe
Page 75 and 76: the taxation of financial instrumen
Page 77 and 78: Private foundations pursuant to the
Page 79 and 80: CZECH REPUBLIC General Czech tax im
Page 81 and 82: interest paid (with the exception o
Page 83 and 84: LUXEMBOURG The following summary is
Page 85 and 86: Luxembourg income tax on interest a
Page 87 and 88: Capital gains Income from the sale
Page 89 and 90: OFFER AND SUBSCRIPTION The Programm
Page 91 and 92: SELLING RESTRICTIONS This Prospectu
Page 93 and 94: (ii) the published annual report an
Page 95 and 96: LIBOR means the London Inter-bank O
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DIE ERSTE österreichische Spar-Casse ... - ERSTE Stiftung

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