Österreichische Volksbanken-Aktiengesellschaft ... - Volksbank AG

3. at any time to any legal entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet of more than EUR
43,000,000 and (3) an annual net turnover of more than EUR 50,000,000, as shown in
its last annual or consolidated accounts; or
4. at any time in any other circumstances which do not require the publication by the
respective Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation
to any Notes in any Relevant Member State means the communication in any form and
by any means of sufficient information on the terms of the offer and the Notes to be offered
so as to enable an investor to decide to purchase or subscribe the Notes, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that
Member State and the expression Prospectus Directive means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant Member State.
United States
In the event the Issuer and the relevant Dealer agree that the applicable TEFRA exemption
is the "D Rules", under U.S. Treasury Regulation § 1.163-5(c)(2)(i)(D).
The Notes have not been and will not be registered under the Securities Act, and may not be
offered or sold within the United States or to, or for the account or benefit of, U.S. persons
except in certain transactions exempt from the registration requirements of the Securities
Act. Terms used in this paragraph have the meaning given to them by Regulation S.
The Notes are subject to U.S. law requirements and may not be offered, sold or delivered
within the United States or its possessions or to a United States person, except in certain
transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings
given to them by the U.S. Internal Revenue Code of 1986, as amended, and regulations
thereunder.
Each Dealer has agreed, and each further Dealer appointed under the Programme will be
required to agree that, except as permitted by the Dealer Agreement, it will not offer, sell or
deliver the Notes, (i) as part of their distribution at any time or (ii) otherwise until 40 days
after the completion of the distribution of an identifiable tranche of which such Notes are a
part as determined and certified to the Issuer by such Dealer (or, in the case of an identifiable
tranche of Notes sold to or through more than one Dealer, by each of such Dealers with
respect to Notes of an identifiable tranche purchased by or through it, in which case the
Lead Manager shall notify such Dealer when all such Dealers have so certified), within the
United States or to, or for the account or benefit of, U.S. persons, and it will have sent to
each Dealer to which it sells Notes during the distribution compliance period a confirmation
or other notice setting out the restriction on offers and sales of the Notes within the United
States or to, or for the account or benefit of, U.S. persons.
In addition, until 40 days after the commencement of the offering of any identifiable tranche
of Notes, an offer or sale of Notes within the Unites States by any dealer that is not participating
in the offering of such Notes may violate the registration requirements of the Securities
Act.
In the event the Issuer and the relevant Dealer agree that the applicable TEFRA exemption
is the "C Rules", under U.S. Treasury Regulation § 1.163-5(c)(2)(i)(C).
The Notes have not been and will not be registered under the Securities Act are subject to
U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States. Each Dealer has agreed that it will not offer, sell or deliver
any Notes within the United States.
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