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

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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
Page 1 and 2:
DIE ERSTE österreichische Spar-Cas
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In this Prospectus, unless otherwis
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SELLING RESTRICTIONS ..............
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DOCUMENTS INCORPORATED BY REFERENCE
Page 9 and 10:
SUMMARY OF THE PROGRAMME This summa
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Credit Risk Credit risk is the risk
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Business of ERSTE Foundation DIE ER
Page 15 and 16:
Risk Factors arising from Erste Gro
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RISK FACTORS Prospective investors
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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 and 64: Sparkassen AG, with the procedure i
Page 65 and 66: The foundation’s auditor is the a
Page 67 and 68: Other assets 7.132 6.898 Subscribed
Page 69 and 70: Revenue reserves 197,597 203,784 -3
Page 71: The English translation of the repo
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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