Österreichische Volksbanken-Aktiengesellschaft ... - Volksbank AG

5.2 Supplementary Terms and Conditions for Cash-or-Share-Notes
If the Final Terms (item 35) specify the "Supplementary Terms and Conditions for Cash-or-
Share-Notes" to be applicable, the "Terms and Conditions of the Notes" will be completed and
supplemented by inclusion of the provisions stated below. As far as the "Supplementary Terms
and Conditions for Cash-or-Share-Notes" and the "Terms and Conditions of the Notes" are inconsistent,
the "Supplementary Terms and Conditions for Cash-or-Share-Notes" stated below
shall prevail.
§ 4a
(Definitions)
Adjustment Event means any of the following events and, if not comprised in the following, the
Adjustment Events listed in § 3 Part B para 4:
(a) a division, consolidation or reclassification of the Shares (excluding mergers) or a distribution
of dividends under the Shares to existing shareholders in the form of a special dividend,
in the form of bonus shares or a similar event.
(b) distribution or dividend payment to existing holders consisting of (i) new shares or (ii)
other share capital or securities, which grant the right to receive dividends and/or liquidation
proceeds from the issuer of the respective share capital and the securities on equal
terms or on a pro-rate basis in relation to the respective payments to holders of the respective
Shares, (iii) share capital or other securities, which the issuer of the Shares receives or
holds (directly or indirectly) from a spin-off or similar transaction or (iv) of another type of
securities, rights or qualification certificate against payment (in cash or otherwise) of less
than the relevant market value, as determined by the Calculation Agent.
(c) an Extraordinary Dividend;
(d) a payment request by the issuer with regard to shares, which are not yet fully paid in;
(e) a repurchase of the Shares by the issuer or one of its subsidiaries, be it from profit or capital,
and equally, whether the consideration in the course of such a repurchase is paid in
cash, in the form of securities or otherwise;
(f) any event which results with regard to the issuer of the Shares in a distribution or separation
of shareholders rights from the subscribed capital, and which follows a defence package
developed against hostile take-overs, which foresees in the case of occurrence of certain
events the distribution of preferred capital, warrants, notes or assets for a price which
is below market level, as determined by the Calculation Agent, given that any adjustment
made because of such an event must be withdrawn after a termination of such rights; or
(g) any other similar event, which may affect the theoretical price of the Shares in a diminishing
or concentrating way.
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