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

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OFFER AND SUBSCRIPTION<br />

The Programme provides for permanent and/or repeated issues of Notes. In case of tap<br />

issues (defined as such in the Final Terms) the offer period largely equals the term and the<br />

issue price may be adjusted from time to time. The Issuer may also set out a subscription<br />

period in the Final Terms and may shorten or extend it.<br />

The invitation to make offers towards purchaser of the Notes is made by the Issuer and/or<br />

distribution partners, if any. The offer to subscribe for Notes is to be made by the investors.<br />

The Issuer retains the right to accept or reject subscription offers (in whole or in part).<br />

Proceedings for a reduction of the allocation and for refunding of amounts are in general not<br />

applicable. Die Issuer retains the right in individual cases to reduce the allocation of<br />

subscribed Notes and to refund the subscription amounts.<br />

The denomination of the Notes and/or minimum or maximum subscription amounts (if such<br />

are applicable) are set out in the Final Terms.<br />

The payment of the subscription price and the delivery of the Notes are effected on the basis<br />

of a subscription agreement concerning the acquisition of the respective Notes to be<br />

concluded between the investor and the Issuer and/or distribution partners, if any.<br />

The results of the offer of Notes will be disclosed by the Issuer at the end of the respective<br />

applicable subscription period (see point 27 of the Final Terms), which means that (i) in case<br />

of a single issue on or around the Issue Date, or (ii) in case of tap issue immediately after the<br />

end of the offer, to the Oesterreichische Kontrollbank AG as central securities depositary of<br />

the Notes.<br />

Proceedings for exercising preferential rights, the transferability of subscription rights and<br />

treating of not exercised subscription rights shall not apply.<br />

The Notes shall primarily be offered to retail customers. In general however, the invitation to<br />

make an offer for subscription of Notes is not made to a restricted group of investors.<br />

Therefore, no different categories of investors exist to whom the Notes may be offered.<br />

The subscribers will be informed of the allocated amount of Notes by credits of the Notes to<br />

their securities accounts. It is not possible to start trading in the Notes on a regulated market<br />

before the allocation of Notes.<br />

The issue price and the aggregate nominal amount of the Notes will be fixed by the Issuer at<br />

the beginning of the offer and are set out in the Final Terms. In case the issue and/or the<br />

aggregate nominal amount for a specific tranche is not fixed at the issue date, the Final<br />

Terms will set out the proceeding for the calculation and publication of such information.<br />

In case of tap issues the issue price will be adjusted by the Issuer by taking into account<br />

several price-relevant factors as e.g. the current interest rate and other product-specific<br />

criteria according to market conditions prevailing from time to time. The aggregate principal<br />

amount may increase from time to time upon subscriptions being made. The Issuer will<br />

specify in such case an upper limit for the aggregate principal amount of the Notes in the<br />

Final Terms.<br />

Additionally, the issue price may include an issue premium (in such case set out in the Terms<br />

and Conditions of the Notes and/or the Final Terms) which is intended to cover commissions<br />

for the Issuer or other ancillary costs arising in connection with the issue and hedging of the<br />

respective Notes. Costs, taxes and disbursements incurred by the investor in connection with<br />

a secondary purchase of the Notes are outside of the influence of the Issuer.<br />

Page 89

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