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Erste Bank JPMorgan Merrill Lynch International

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Slovakia and Germany can also, and Eligible Employees in Bulgaria, Italy, Poland and Romania can<br />

only, purchase Employee Shares on a specific collective account. Multiple purchase orders will be<br />

accepted. The right to cut back purchase orders and not execute sales, however, remains reserved.<br />

In connection with the public offering in Austria and the Czech Republic, purchase orders by retail<br />

investors placed with <strong>Erste</strong> <strong>Bank</strong> der oesterreichischen Sparkassen AG, any Austrian savings bank<br />

(except for <strong>Bank</strong> Austria AG), ecetra Central European e-Finance AG (brokerjet.at), brokerjet České<br />

sporˇitelny a.s. (brokerjet.cz) and Česká sporˇitelna, a.s. will be entitled to a preferential allocation of up<br />

to 350 Shares. The period during which retail investors will be allotted preferentially may be terminated<br />

early.<br />

Payment and delivery of the New Shares is expected to take place on or about May 13, 2008.<br />

The New Shares will be represented by one or more global certificates. It is expected that the<br />

New Shares will be ready for delivery in book-entry form through the facilities of Oesterreichische<br />

Kontrollbank AG and for deposit with the depositaries for Clearstream Luxembourg or Euroclear or<br />

UNIVYC on or about May 13, 2008. Purchasers of Shares will not be entitled to receive individual<br />

share certificates.<br />

There will be no minimum and no maximum number of New Shares for which purchase bids may<br />

be submitted by prospective investors in the Global Offering, whether expressed as a number of New<br />

Shares or an amount in euros. Multiple purchase bids will be accepted, subject to allocation by the<br />

Issuer and the Joint Global Coordinators. Prospective investors in the Global Offering may withdraw<br />

any purchase bids placed until the end of the Offer Period.<br />

The amount of New Shares, if any, allocated to an investor will be determined in the absolute<br />

discretion of the Issuer and the Joint Global Coordinators. Prospective investors in the Global Offering<br />

are therefore advised to contact their bank, broker or other financial adviser for details regarding the<br />

actual allocation of New Shares made to them. Although the Issuer does not accept any responsibility<br />

therefor, the Issuer expects that information regarding allocations in the Offering may be made<br />

available by these institutions on or about the banking day in Austria immediately prior to the<br />

commencement of trading in the New Shares. Investors whose purchase orders are not accepted in<br />

whole or in part are advised to contact their respective bank, broker or other financial adviser for<br />

details regarding the refund of any monies paid by a prospective investor.<br />

Exercise of Subscription Rights<br />

Subscription Rights may be exercised at the Subscription Price by holders of Subscription Rights<br />

during the Subscription Period, which runs from April 22, 2008, to May 7, 2008, upon presentation of<br />

coupon No. 16. Holders of Subscription Rights held through a depository bank that is a member of<br />

Oesterreichische Kontrollbank AG or through a financial institution that is a participant in Euroclear or<br />

Clearstream Luxembourg or UNIVYC, must exercise their Subscription Rights by instructing such bank<br />

or financial institution to subscribe for New Shares on their behalf. Holders of Subscription Rights are<br />

advised to inform themselves at their custodian up to which point in time their custodian accepts<br />

Subscription Right exercises. Such period may end before May 7, 2008. The Rights Offering may be<br />

terminated at any time and the Subscription Period may be extended at any time.<br />

The exercise of a Subscription Right by Subscription Right holders is irrevocable and cannot be<br />

annulled, modified, cancelled or revoked.<br />

The Issuer reserves the right to maintain the subscription ratio even if the definitive size of the<br />

Offering is reduced. This might lead to an increase of a shareholder’s interest in the share capital of<br />

the Issuer, if the definitive number of New Shares is less than 22,500,000. In accordance with the<br />

subscription ratio of 14 : 3, 3 New Shares may be subscribed for against payment in cash of the<br />

Subscription and Offer Price for every 14 Subscription Rights held. Customary bank fees will be<br />

charged for the subscription of the Offer Shares. Price limits will only be accepted in multiples of<br />

EUR 0.25.<br />

Prior to the Subscription and Offer Period, the Management Board has set the Maximum<br />

Subscription and Offer Price at EUR 54.00. The Management Board is authorized to determine the<br />

final Subscription and Offer Price with the consent of the Supervisory Board after the Subscription<br />

Period. This final Subscription and Offer Price will be equal to the Maximum Subscription and Offer<br />

Price or will be below it. The final Subscription and Offer Price and the final number of New Shares to<br />

be issued will be determined by the Issuer and WST-Versicherungsverein in consultation with the Joint<br />

29

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