Rxb Distressed Exchange Offer

IMPORTANT NOTICE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY. IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Exchange Offer Memorandum, whether received by e-mail or otherwise received as a result of electronic communication, and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Exchange Offer Memorandum. By accessing the Exchange Offer Memorandum, you agree (in addition to giving the representation below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from BNP Paribas and/or UBS Limited (together, the Dealer Managers) and/or Lucid Issuer Services Limited (the Exchange Agent) as a result of such access. Capitalised terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the Exchange Offer Memorandum. THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION TO WHOM OR IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THE SECURITIES REFERRED TO IN THE ATTACHED EXCHANGE OFFER MEMORANDUM HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES REFERRED TO IN THE EXCHANGE OFFER MEMORANDUM MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). THE ATTACHED EXCHANGE OFFER MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE EXCHANGE OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED OUTSIDE THE UNITED STATES AND TO PERSONS WHO ARE NOT U.S. PERSONS AND TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE EXCHANGE OFFER MEMORANDUM. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view the attached Exchange Offer Memorandum or make an investment decision with respect to the Non-cumulative Subordinated Perpetual Callable Fixed to Floating Rate Capital Notes (the New Notes) to be issued by RZB Finance (Jersey) IV Limited (the Issuer), you must not be a U.S. person and must be outside the United States and otherwise able to participate lawfully in the invitation by the Issuer to holders of its outstanding €500,000,000 Non-cumulative Subordinated Perpetual Callable Step-up Fixed to Floating Rate Capital Notes (the Existing Notes) to offer to exchange their Existing Notes for New Notes (such invitation, the Exchange Offer), in each case on the terms and subject to the conditions set out in the Exchange Offer Memorandum including the offer and distribution restrictions set out on pages 5 to 7 (the Offer and Distribution Restrictions). The Exchange Offer Memorandum was sent at your request and by accessing the Exchange Offer Memorandum you shall be deemed to have represented to the Issuer, Raiffeisen Zentralbank Österreich Aktiengesellschaft (RZB or, in its capacity as Co-Dealer Manager, the Co-Dealer Manager), the Dealer Managers and the Exchange Agent that: (i) you are a holder or a beneficial owner of the Existing Notes; (ii) neither you nor any beneficial owner of the Existing Notes or any other person on whose behalf you are acting, either directly or indirectly, is a U.S. person; (iii) the electronic mail address that you have given to us and to which the Exchange Offer Memorandum has been delivered is not located in the United States; (iv) you are otherwise a person to whom it is lawful to send the Exchange Offer Memorandum or to make an invitation pursuant to the Exchange Offer in accordance with applicable laws, including the Offer and Distribution Restrictions; and (v) you consent to delivery of the Exchange Offer Memorandum by electronic transmission. The attached Exchange Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, RZB, the Dealer Managers, the Co-Dealer Manager, the Exchange Agent or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the Exchange Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Dealer Managers or the Exchange Agent. You are also reminded that the attached Exchange Offer Memorandum has been sent to you on the basis that you are a person into whose possession the Exchange Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not, nor are you authorised to, deliver the Exchange Offer Memorandum to any other person. Any materials relating to the Exchange Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires that the Exchange Offer be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made by such Dealer Manager or affiliate on behalf of the Issuer in such jurisdiction. The Exchange Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances where section

21(1) of the Financial Services and Markets Act 2000 does not apply.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES OR IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY.

EXCHANGE OFFER MEMORANDUM dated 18 June 2009. THIS DOCUMENT IS IMPORTANT AND REQUIRES IMMEDIATE ATTENTION. This Exchange Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the Exchange Offer. If any Noteholder is in any doubt as to the contents of this document or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to offer Existing Notes for exchange pursuant to the Exchange Offer. None of BNP Paribas or UBS Limited (together, the Dealer Managers), Lucid Issuer Services Limited (the Exchange Agent), the Issuer or RZB (including in its capacity as Co-Dealer Manager, the Co-Dealer Manager) makes any recommendation as to whether holders of Existing Notes should offer Existing Notes for exchange pursuant to the Exchange Offer. This Exchange Offer Memorandum does not constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such invitation under applicable securities laws. The Exchange Offer is subject to offer and distribution restrictions in, amongst other countries, the United States of America, the United Kingdom, Belgium, France, Italy and Switzerland. The distribution of this Exchange Offer Memorandum in those jurisdictions is restricted by the laws of such jurisdictions. No action has been or will be taken in any jurisdiction in relation to the Exchange Offer that would permit a public offering of securities other than in Jersey and Switzerland. See "Offer and Distribution Restrictions". The Exchange Offer is not being made within, and this Exchange Offer Memorandum is not for distribution in or into, the United States of America or to any U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)). This Exchange Offer Memorandum is not an offer of securities for sale in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

Invitation by

RZB Finance (Jersey) IV Limited (incorporated with limited liability under the laws of Jersey)

(the Issuer) to holders of its outstanding €500,000,000 Non-cumulative Subordinated Perpetual Callable Step-up Fixed to Floating Rate Capital Notes (the Existing Notes) to offer to exchange their Existing Notes for Non-cumulative Subordinated Perpetual Callable Fixed to Floating Rate Capital Notes (the New Notes) to be issued by the Issuer with the benefit of a support agreement from

Raiffeisen Zentralbank Österreich Aktiengesellschaft (RZB) equivalent to the support agreement for the Existing Notes (such invitation, the Exchange Offer)

Existing Notes

New Notes

ISIN/ Common code

Outstanding principal amount

Amount of Existing Notes subject to Exchange Offer

Exchange Price

XS0253262025/ 025326202

€500,000,000

Any and all

55 per cent.

New Issue Price

New Issue Coupon

New Floating Rate Margin

100 per cent.

15 per cent. per annum to (but excluding) the Reset Date and 3-month EURIBOR plus the New Floating Rate Margin from (and including) the Reset Date

To be calculated on the Business Day following the Expiration Deadline by subtracting the Interpolated Mid-Swap Rate from 15 per cent.

Interest payment dates (for both the Existing Notes and the New Notes)

16 May in each year to (and including) the Reset Date and 16 August, 16 November, 16 February and 16 May in each year commencing on 16 August 2016

Reset Date and first call date (for both the Existing Notes and the New Notes)

16 May 2016

THE EXCHANGE OFFER WILL EXPIRE AT 5.00 P.M. (CENTRAL EUROPEAN TIME) ON 26 JUNE 2009, UNLESS EXTENDED, RE-OPENED OR TERMINATED AS PROVIDED IN THIS EXCHANGE OFFER MEMORANDUM. THE DEADLINE SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE EARLIER THAN THIS DEADLINE.

Dealer Managers

BNP PARIBAS

UBS Investment Bank Co-Dealer Manager

RAIFFEISEN ZENTRALBANK ÖSTERREICH AG

EXCHANGE OFFER The Issuer invites holders of the Existing Notes (Noteholders) (subject to the offer restrictions referred to in "Offer and Distribution Restrictions") to offer to exchange their Existing Notes for New Notes (such invitation, the Exchange Offer). The Exchange Offer is made on the terms and subject to the conditions set out in this Exchange Offer Memorandum. Capitalised terms used in this Exchange Offer Memorandum have the meaning given in "Definitions" and any other definitions of such terms are for ease of reference only and shall not affect their interpretation. Before making a decision whether to offer Existing Notes for exchange, Noteholders should carefully consider all of the information in this Exchange Offer Memorandum (including all of the information in the Preliminary Prospectus) and, in particular, the risk factors described in "Risk Factors and Other Considerations" and the Prospectus Risk Factors. The amount of New Notes each Noteholder whose Existing Notes are accepted for exchange pursuant to the Exchange Offer will receive on the Settlement Date will be calculated by reference to: (a)

an exchange price of 55 per cent. (the Exchange Price) for the Existing Notes;

(b)

an issue price for the New Notes of 100 per cent. (the New Issue Price); and, therefore,

(c)

an exchange ratio of 0.55 (the Exchange Ratio).

The Issuer will also pay such Noteholders on the Settlement Date an Accrued Interest Payment and a Cash Rounding Amount. The New Notes will bear interest on a non-cumulative basis at a rate (the New Issue Coupon): (i)

from (and including) the Settlement Date to (but excluding) the Reset Date (the New Fixed Rate Period), of 15 per cent. per annum (the New Fixed Rate Coupon), payable annually in arrear on 16 May in each year, with the first interest payment being made on 16 May 2010. Accordingly, there will be a short first coupon for the interest period from (and including) the Settlement Date to (but excluding) the interest payment date on 16 May 2010; and

(ii)

from (and including) the Reset Date, to be determined on each Interest Determination Date by reference to 3month EURIBOR plus the New Floating Rate Margin (the New Floating Rate Coupon), payable quarterly in arrear on 16 August, 16 November, 16 February and 16 May in each year, commencing on 16 August 2016.

If the Issuer decides to accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer, the New Floating Rate Margin will be calculated on the Business Day following the Expiration Deadline (the time of such calculation, the Pricing Time) by subtracting the Interpolated Mid-Swap Rate from the New Fixed Rate Coupon. For this purpose, the Dealer Managers will first determine, at the Pricing Time, the Swap Rates and then calculate the MidSwap Rates, Interpolated Mid-Swap Rate and the New Floating Rate Margin. Holders of Existing Notes accepted by the Issuer for exchange will receive, on the Settlement Date, an aggregate principal amount of the New Notes (rounded down to the nearest €1,000) equal to the product of (i) the aggregate principal amount of Existing Notes validly offered and accepted for exchange, and (ii) the Exchange Ratio. The Exchange Ratio has been calculated by dividing the Exchange Price by the New Issue Price. The Issuer will announce its decision whether to accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer on the Business Day following the Expiration Deadline. If so accepted, such announcement will be made as soon as reasonably practicable after the Pricing Time and will include details of the Swap Rates, each MidSwap Rate, the Interpolated Mid-Swap Rate and the New Floating Rate Margin. All announcements in connection with the Exchange Offer will be made in compliance with the ad hoc publication requirements of the Austrian Stock Exchange Act (Börsegesetz) applicable to the Existing Notes, as securities admitted to trading on the Second Regulated Market (Geregelter Freiverkehr) (the Second Regulated Market) of the Vienna Stock Exchange (Wiener Börse) (each such announcement so made, an Ad Hoc Announcement) and by the issue of a press release to a Notifying News Service. Announcements may also be found on the relevant Reuters International Insider Screen and be made by the delivery of notices to the Clearing Systems for communication to Direct Participants. To participate in the Exchange Offer, Noteholders must validly offer for exchange a minimum of €100,000 in aggregate principal amount of the Existing Notes, being the minimum amount of Existing Notes a Noteholder must validly offer

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for exchange, based on the only denomination of the Existing Notes being €50,000, in order to be eligible to receive a principal amount of the New Notes of at least the minimum denomination of €50,000 (such minimum amount, the Minimum Offer Amount). THE EXCHANGE OFFER WILL EXPIRE AT 5.00 P.M. (CET) ON 26 JUNE 2009 (the Expiration Deadline), UNLESS EXTENDED, RE-OPENED OR TERMINATED AS PROVIDED IN THIS EXCHANGE OFFER MEMORANDUM. The expected Settlement Date for the Exchange Offer is 1 July 2009. The Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time (subject to applicable law and as provided in this Exchange Offer Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in this Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made. See "Amendment and Termination". In order to participate in, and be eligible to receive New Notes pursuant to, the Exchange Offer, Noteholders must validly offer Existing Notes for exchange by delivering, or arranging to have delivered on their behalf, a valid Exchange Instruction that is received by the Exchange Agent by the Expiration Deadline. See "Procedures for Participating in the Exchange Offer". Exchange Instructions will be irrevocable except in the limited circumstances described in "Amendment and Termination". Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines specified in this Exchange Offer Memorandum in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer. The deadlines set by each Clearing System for the submission and withdrawal of Exchange Instructions will also be earlier than the relevant deadlines specified in this Exchange Offer Memorandum. For further information on the Exchange Offer and the further terms and conditions on which the Exchange Offer is made, Noteholders should refer to "Further Information and Terms and Conditions". Questions and requests for assistance in connection with the (i) Exchange Offer, may be directed to the Dealer Managers, and (ii) delivery of Exchange Instructions, may be directed to the Exchange Agent, the contact details for all of which are on the last page of this Exchange Offer Memorandum.

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CONTENTS Page Offer and Distribution Restrictions

5

General

8

Expected Timetable of Events

9

Definitions

10

Further Information and Terms and Conditions

13

Comparison Between Certain Provisions of the Existing Notes and the New Notes

15

Risk Factors and Other Considerations

16

Tax Consequences

18

Procedures for Participating in the Exchange Offer

19

Amendment and Termination

23

Dealer Managers and Exchange Agent

24

Annex - Preliminary Prospectus

A-1

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OFFER AND DISTRIBUTION RESTRICTIONS This Exchange Offer Memorandum does not constitute an invitation to participate in the Exchange Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Exchange Offer Memorandum comes are required by each of RZB, the Issuer, the Dealer Managers, the CoDealer Manager (together with the Dealer Managers, the Managers) and the Exchange Agent to inform themselves about, and to observe, any such restrictions. No action has been or will be taken in any jurisdiction by the Issuer, the Managers or the Exchange Agent in relation to the Exchange Offer that would permit a public offering of securities other than in Jersey and Switzerland. The Exchange Offer comprises an offer of securities to the public for the purposes of the Prospectus Directive. However, no action is required to be taken under the Prospectus Directive in connection with such offer as the minimum denomination of the New Notes is €50,000. To participate in the Exchange Offer, Noteholders must validly offer for exchange an aggregate principal amount of Existing Notes at least equal to the Minimum Offer Amount due to the minimum denomination of the New Notes being €50,000. United States The Exchange Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, for the account or benefit of, U.S. persons. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. persons and the Existing Notes cannot be offered for exchange in the Exchange Offer by any such use, means, instrumentality or facilities or from within the United States or by U.S. persons. Any purported offer of Existing Notes for exchange resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer of Existing Notes for exchange made by a U.S. person, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. person will be invalid and will not be accepted. This Exchange Offer Memorandum is not an offer of securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States absent registration or an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons. The purpose of this Exchange Offer Memorandum is limited to the Exchange Offer and this Exchange Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act. Each holder of Existing Notes participating in the Exchange Offer will represent that it is not located in the United States and is not participating in the Exchange Offer from the United States, that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not a U.S. person or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offer from the United States and is not a U.S. person. For the purposes of this and the above two paragraphs, United States means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia. Italy The Exchange Offer is not being made, directly or indirectly, in the Republic of Italy (Italy). The Exchange Offer and this Exchange Offer Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, holders of Existing Notes are notified that, to the extent such holders are located or resident in Italy, the Exchange Offer is not available to them and they may not offer Existing Notes for exchange pursuant to the Exchange Offer nor may the New Notes be offered, sold or delivered in Italy and, as such, any Exchange Instruction received from or on behalf of such persons shall be ineffective and void, and neither this Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer, the Existing Notes or the New Notes may be distributed or made available in Italy.

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United Kingdom The communication of this Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order. Belgium Neither this Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (as amended or replaced from time to time). Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and neither this Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (as amended or replaced from time to time) (the Belgian Public Offer Law), acting on their own account. Insofar as Belgium is concerned, this Exchange Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in this Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium. France The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France (France). Neither this Exchange Offer Memorandum nor any other document or material relating to the Exchange Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monétaire et Financier are eligible to participate in the Exchange Offer. This Exchange Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers. Switzerland Noteholders may only be invited to offer to exchange their Existing Notes for New Notes pursuant to the Exchange Offer and the New Notes may only be offered for sale or otherwise in or into Switzerland in compliance with all applicable laws and regulations in force in Switzerland. To ensure compliance with the Swiss Code of Obligations and all other applicable laws and regulations of Switzerland, only this Exchange Offer Memorandum (including the Preliminary Prospectus) may be used in the context of any invitation to Noteholders to offer to exchange their Existing Notes for New Notes pursuant to the Exchange Offer or any offer of the New Notes for sale or otherwise in or into Switzerland. General This Exchange Offer Memorandum does not constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Notes and/or New Notes, as applicable, and offers of Existing Notes for exchange pursuant to the Exchange Offer will not be accepted from Noteholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer and either of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Exchange Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Issuer in such jurisdiction. In addition to the representations referred to above in respect of the United States, each holder of Existing Notes participating in the Exchange Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Exchange Offer". Any offer of Existing Notes for exchange pursuant to

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the Exchange Offer from a Noteholder that is unable to make these representations will not be accepted. Each of the Issuer, the Managers and the Exchange Agent reserve the right, in their absolute discretion, to investigate, in relation to any offer of Existing Notes for exchange pursuant to the Exchange Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such offer shall not be accepted.

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GENERAL A copy of this Exchange Offer Memorandum has been delivered to the registrar of companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and the registrar has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the New Notes. It must be understood that, in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Issuer or for the correctness of any statements made, or opinions expressed, with regard to it. Each of RZB and the Issuer confirms that, to the best of its knowledge after having taken all reasonable care to ensure that such is the case, the information contained in this Exchange Offer Memorandum with regard to the Exchange Offer, the Issuer, RZB, RZB Group, the Existing Notes and the New Notes is in accordance with the facts and contains no omission likely to affect its import. Each of RZB and the Issuer accepts responsibility accordingly. Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Exchange Offer, the Issuer, RZB, RZB Group and the New Notes) and each Noteholder must make its own decision as to whether to offer any or all of its Existing Notes for exchange pursuant to the Exchange Offer. None of the Managers or the Exchange Agent (or their respective directors, employees or affiliates) makes any representation or recommendation whatsoever regarding this Exchange Offer Memorandum or the Exchange Offer, and none of the Issuer, RZB, the Managers or the Exchange Agent (or their respective directors, employees or affiliates) makes any recommendation as to whether holders of Existing Notes should offer any Existing Notes for exchange pursuant to the Exchange Offer. The Exchange Agent is the agent of the Issuer and the Exchange Agent does not owe any duty to any holder of Existing Notes. Neither the delivery of this Exchange Offer Memorandum nor any exchange of Existing Notes pursuant to the Exchange Offer shall, under any circumstances, create any implication that the information contained in this Exchange Offer Memorandum is current as of any time subsequent to the date of such information or that there has been no change in the information set out in it or in the affairs of the Issuer, RZB or RZB Group since the date of this Exchange Offer Memorandum. No person has been authorised to give any information or to make any representation about the Issuer, RZB, RZB Group, the Existing Notes, the New Notes or the Exchange Offer other than as contained in this Exchange Offer Memorandum (including the Preliminary Prospectus) and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, RZB, the Managers, the Exchange Agent or any of their respective agents. Noteholders who do not participate in the Exchange Offer, or whose Existing Notes are not accepted for exchange by the Issuer, will continue to hold their Existing Notes subject to the terms and conditions of the Existing Notes. The applicable provisions of the Financial Services and Markets Act 2000 must be complied with in respect of anything done in relation to the Exchange Offer in, from or otherwise involving the United Kingdom. For the avoidance of doubt, the invitation by the Issuer to Noteholders contained in this Exchange Offer Memorandum is an invitation to treat by the Issuer and any references to any offer or invitation being made by the Issuer under or in respect of the Exchange Offer shall be construed accordingly. Unless the context otherwise requires, all references in this Exchange Offer Memorandum to Noteholders or holders of Existing Notes include: (a)

each person who is shown in the records of Euroclear Bank S.A./N.V. (Euroclear) or Clearstream Banking, société anonyme (Clearstream, Luxembourg and, together with Euroclear, the Clearing Systems and each a Clearing System) as a holder of the Existing Notes (also referred to as Direct Participants and each a Direct Participant); and

(b)

each beneficial owner of the Existing Notes holding such Existing Notes, directly or indirectly, in an account in the name of a Direct Participant acting on such beneficial owner's behalf,

except that for the purposes of the exchange of any Existing Notes for New Notes and any payment to a Noteholder of the Accrued Interest Payment and Cash Rounding Amount pursuant to the Exchange Offer, to the extent the beneficial owner of the relevant Existing Notes is not a Direct Participant, the relevant New Notes will only be delivered and such payment will only be made by the relevant Clearing System to the relevant Direct Participant and the delivery of such New Notes and making of such payment by or on behalf of the Issuer to such Clearing System and by such Clearing System to such Direct Participant will satisfy the respective obligations of the Issuer and such Clearing System in respect of the exchange of such Existing Notes. All references in this Exchange Offer Memorandum to euro and € are to the currency of the member states of the European Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended.

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EXPECTED TIMETABLE OF EVENTS The times and dates below are indicative only. Events

Times and Dates

Commencement of the Exchange Offer Exchange Offer announced. Exchange Offer Memorandum available from the Dealer Managers and the Exchange Agent.

Thursday, 18 June 2009

Expiration Deadline Final deadline for receipt of valid Exchange Instructions by the Exchange Agent in order for Noteholders to be able to participate in the Exchange Offer.

5.00 p.m. (CET) on Friday, 26 June 2009

Pricing Time Determination of the Swap Rates, and calculation of the Mid-Swap Rates, Interpolated Mid-Swap Rate and the New Floating Rate Margin. Announcement of Exchange Offer Results Announcement of whether the Issuer will accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer and, if so accepted, of (a) the Swap Rates, the Mid-Swap Rates, the Interpolated Mid-Swap Rate and the New Floating Rate Margin, and (b) the final aggregate principal amount of the (i) Existing Notes accepted for exchange and (ii) New Notes to be issued. Settlement Date Expected settlement date for the Exchange Offer.

On the Business Day following the Expiration Deadline

As soon as reasonably practicable after the Pricing Time

Wednesday, 1 July 2009

The above times and dates are subject to the right of the Issuer to extend, re-open, amend and/or terminate the Exchange Offer (subject to applicable law and as provided in this Exchange Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines set out above in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer. The deadlines set by each Clearing System for the submission of Exchange Instructions will also be earlier than the relevant deadlines above. See "Procedures for Participating in the Exchange Offer". Unless stated otherwise, announcements in connection with the Exchange Offer will be made as Ad Hoc Announcements and by the issue of a press release to a Notifying News Service. Announcements may also be found on the relevant Reuters International Insider Screen and be made by the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agent, the contact details for which are on the last page of this Exchange Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Exchange Agent for the relevant announcements during the course of the Exchange Offer. In addition, holders of Existing Notes may contact the Dealer Managers for information using the contact details on the last page of this Exchange Offer Memorandum.

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DEFINITIONS

6 Year Mid-Swap Rate

The mid-market arithmetic mean, expressed as a percentage and rounded to the nearest 0.001 per cent., of the 6 Year Swap Rates, as determined by the Dealer Managers at the Pricing Time.

6 Year Swap Rates

The bid and offered swap rates for euro swap transactions with a maturity of 6 years, in each case which appear on the Reuters Screen ICAPEURO Page.

7 Year Mid-Swap Rate

The mid-market arithmetic mean, expressed as a percentage and rounded to the nearest 0.001 per cent., of the 7 Year Swap Rates, as determined by the Dealer Managers at the Pricing Time.

7 Year Swap Rates

The bid and offered swap rates for euro swap transactions with a maturity of 7 years, in each case which appear on the Reuters Screen ICAPEURO Page.

Accrued Interest

Interest accrued and unpaid on the Existing Notes from (and including) the immediately preceding interest payment date to (but excluding) the Settlement Date.

Accrued Interest Payment

An amount in cash (rounded to the nearest €0.01, with half a cent rounded upwards) equal to the Accrued Interest on the relevant Existing Notes validly offered for exchange by a Noteholder and accepted by the Issuer.

Ad Hoc Announcement

An announcement in compliance with the ad hoc publication requirements of the Austrian Stock Exchange Act applicable to the Existing Notes, as securities admitted to trading on the Second Regulated Market.

Business Day

A day other than a Saturday or a Sunday or a public holiday on which commercial banks and foreign exchange markets are open for business in London and Vienna.

Cash Rounding Amount

The amount in cash (rounded to the nearest €0.01, with half a cent rounded upwards) to be paid by the Issuer to a Noteholder on the Settlement Date for any fractional portion of New Notes such Noteholder would otherwise be entitled to receive as a result of the application of the Exchange Ratio that is not an integral multiple of €1,000, as determined in the manner described in "Further Information and Terms and Conditions - Cash Rounding Amount".

CET

Central European time.

Clearing System Notice

The "Deadlines and Corporate Events" or similar form of notice to be sent to Direct Participants by each of the Clearing Systems on or about the date of this Exchange Offer Memorandum informing Direct Participants of the procedures to be followed in order to participate in the Exchange Offer.

Clearing Systems

Euroclear and Clearstream, Luxembourg.

Clearstream, Luxembourg

Clearstream Banking, société anonyme.

Co-Dealer Manager

RZB in its capacity as Co-Dealer Manager.

Dealer Managers

BNP Paribas and UBS Limited.

Direct Participant

Each person who is shown in the records of Euroclear or Clearstream, Luxembourg as a holder of the Existing Notes.

Euroclear

Euroclear Bank S.A./N.V.

Exchange Agent

Lucid Issuer Services Limited.

Exchange Instruction

The electronic exchange and blocking instruction in the form specified in the Clearing System Notice for submission by Direct Participants to the Exchange Agent via the relevant Clearing System and in accordance with the requirements of such Clearing System by the Expiration Deadline in order for Noteholders to be able to participate in the Exchange Offer.

Exchange Offer

The invitation by the Issuer to holders of the Existing Notes (subject to the offer restrictions referred to in "Offer and Distribution Restrictions") to offer to exchange their Existing Notes for New Notes, on the terms and subject to the conditions set out in this Exchange Offer Memorandum.

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Exchange Price

The exchange price of 55 per cent. for each €1,000 in principal amount of the Existing Notes accepted for exchange by the Issuer, which is the price that has been used in the calculation of the Exchange Ratio.

Exchange Ratio

The exchange ratio of 0.55, which ratio will determine the principal amount of New Notes each Noteholder whose Existing Notes are accepted for exchange pursuant to the Exchange Offer will receive on the Settlement Date and has been calculated by dividing the Exchange Price by the New Issue Price.

Existing Note Conditions

The terms and conditions of the Existing Notes.

Existing Notes

€500,000,000 Non-cumulative Subordinated Perpetual Callable Step-up Fixed to Floating Rate Capital Notes of the Issuer issued on 16 May 2006.

Expiration Deadline

5.00 p.m. (CET) on 26 June 2009 (subject to the right of the Issuer to extend, re-open, amend and/or terminate the Exchange Offer).

Financial Promotion Order

The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.

Interest Determination Date

Has the meaning given to it in the New Note Conditions.

Interpolated MidSwap Rate

The rate, expressed as a percentage and rounded to the nearest 0.001 per cent., as determined by the Dealer Managers at the Pricing Time, calculated by means of linear interpolation of the 6 Year Mid-Swap Rate and 7 Year Mid-Swap Rate in accordance with market convention.

Issuer

RZB Finance (Jersey) IV Limited.

Managers

The Dealer Managers and the Co-Dealer Manager.

Mid-Swap Rates

The 6 Year Mid-Swap Rate and the 7 Year Mid-Swap Rate.

Minimum Offer Amount

The minimum amount of Existing Notes a Noteholders must validly offer for exchange in order to be eligible to receive a principal amount of the New Notes of at least the minimum denomination of €50,000.

New Fixed Rate Coupon

The rate of interest payable on the New Notes for the New Fixed Rate Period of 15 per cent. per annum.

New Fixed Rate Period

The period from (and including) the Settlement Date to (but excluding) the Reset Date.

New Floating Rate Coupon

The rate of interest payable on the New Notes from (and including) the Reset Date, to be determined on each Interest Determination Date by reference to 3-month EURIBOR plus the New Floating Rate Margin.

New Floating Rate Margin

The margin (expressed as a percentage) to be added on each Interest Determination Date to the applicable offered rate for 3-month EURIBOR in order to determine the New Floating Rate Coupon, as calculated by the Dealer Managers at the Pricing Time.

New Issue Coupon

The non-cumulative interest payable on the New Notes from (and including) the Settlement Date at the rate of the New Fixed Rate Coupon and the New Floating Rate Coupon, all as more fully described in the New Note Conditions.

New Issue Price

The issue price of 100 per cent., which is the price at which the New Notes will be issued.

New Note Conditions

The terms and conditions of the New Notes set out in the Preliminary Prospectus.

New Notes

The Non-cumulative Subordinated Perpetual Callable Fixed to Floating Rate Capital Notes to be issued by the Issuer in exchange for any Existing Notes accepted for exchange, as more fully described in the Preliminary Prospectus.

Noteholders

The holders of the Existing Notes.

Notifying News

A recognised financial news service or services (e.g. Reuters/Bloomberg) as selected by the Issuer.

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Service Preliminary Prospectus

The Preliminary Prospectus annexed to this Exchange Offer Memorandum.

Pricing Time

The time on the Business Day following the Expiration Deadline at which the pricing of the Interpolated Mid-Swap Rate is determined by the Dealer Managers and the New Floating Rate Margin calculated.

Prospectus Risk Factors

The risk factors disclosed in the Preliminary Prospectus.

Reset Date

16 May 2016 for both the Existing Notes and the New Notes.

Reuters Screen ICAPEURO Page

The display page on the Reuters Money 3000 Service designated as the "ICAPEURO" page (or such other page as may replace it on that information service), or on such other equivalent information service as determined by the Dealer Managers, for the purpose of displaying the bid and offered swap rates for the relevant euro swap transactions.

RZB

Raiffeisen Zentralbank Österreich Aktiengesellschaft.

RZB Group

RZB together with its subsidiaries.

Second Regulated Market

Geregelter Freiverkehr of the Vienna Stock Exchange.

Securities Act

United States Securities Act of 1933, as amended.

Settlement Date

1 July 2009 (subject to the right of the Issuer to extend, re-open, amend and/or terminate the Exchange Offer).

Swap Rates

The 6 Year Swap Rates and the 7 Year Swap Rates.

Vienna Stock Exchange

Wiener Börse AG.

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FURTHER INFORMATION AND TERMS AND CONDITIONS Rationale for the Exchange Offer The rationale for the Exchange Offer is to exchange one form of Tier 1 regulatory capital into a higher form of Tier 1 regulatory capital, and in the process to also create additional core Tier 1 capital in the capital structure of the RZB Group to further strengthen the quality of its capital base, while offering investors an instrument with a higher coupon in response to current market rates. Any Existing Notes acquired by the Issuer pursuant to the Exchange Offer will be cancelled and will not be reissued or resold. Minimum Offer Amount The New Notes will be issued in denominations of €50,000 and integral multiples of €1,000 in excess thereof up to and including €99,000. Accordingly, to participate in the Exchange Offer, Noteholders must validly offer for exchange an aggregate principal amount of Existing Notes at least equal to the Minimum Offer Amount. Cash Rounding Amount If, as a result of the application of the Exchange Ratio, a holder of Existing Notes would be entitled to receive an aggregate principal amount of New Notes that is not an integral multiple of €1,000, the Issuer will pay or procure that there is paid to such holder on the Settlement Date an amount in cash (the Cash Rounding Amount) equal to (i) the fractional portion of such aggregate principal amount that is not such an integral multiple multiplied by (ii) the relevant New Issue Price (which resulting amount shall be rounded to the nearest €0.01, with half a cent rounded upwards). Delivery of New Notes and payment If Existing Notes validly offered for exchange pursuant to the Exchange Offer are accepted for exchange by the Issuer, the relevant New Notes will be delivered, and the aggregate amounts of the Accrued Interest Payments and Cash Rounding Amounts will be paid, in immediately available funds, on the Settlement Date. The New Notes will be delivered and cash payments made to the Clearing System accounts in which the relevant Existing Notes are held. The delivery of such New Notes and payment of such aggregate amounts to the Clearing Systems will discharge the obligation of the Issuer to all such Noteholders in respect of the delivery of the New Notes and payment of the Accrued Interest Payments and Cash Rounding Amounts. Provided the Issuer delivers, or has delivered on its behalf, the New Notes, and makes, or has made on its behalf, full payment of the Accrued Interest Payments and Cash Rounding Amounts, for all Existing Notes accepted for exchange pursuant to the Exchange Offer to the Clearing Systems on or before the Settlement Date, under no circumstances will any additional interest be payable to a Noteholder because of any delay in the delivery of the New Notes by, or transmission of funds from, the relevant Clearing System or any other intermediary with respect to such Existing Notes of that Noteholder. General conditions of the Exchange Offer The Issuer expressly reserves the right, in its sole discretion, to delay acceptance of Existing Notes offered for exchange pursuant to the Exchange Offer in order to comply with applicable laws. In all cases, the Issuer will only exchange Existing Notes for New Notes pursuant to the Exchange Offer after the submission of a valid Exchange Instruction in accordance with the procedures described in "Procedures for Participating in the Exchange Offer". In the case of Existing Notes held in a Clearing System, these procedures include the blocking of the Existing Notes offered for exchange in the relevant account in the relevant Clearing System from the date the relevant Exchange Instruction is submitted until the earlier of (i) the time of settlement on the Settlement Date and (ii) the date of any termination of the Exchange Offer (including where such Existing Notes are not accepted by the Issuer for exchange) or on which the Exchange Instruction is revoked, in the limited circumstances in which such revocation is permitted. The Issuer will at all times have the discretion to accept any Existing Notes offered for exchange the offer of which would otherwise be invalid or, in the sole opinion of the Issuer may otherwise be invalid. The Issuer is not under any obligation to accept, and shall have no liability to any person for any non-acceptance of, any offer of Existing Notes for exchange pursuant to the Exchange Offer. Offers of Existing Notes for exchange may be rejected in the sole discretion of the Issuer for any reason and the Issuer is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept an offer of Existing Notes for exchange. For example, offers of Existing Notes for exchange may be rejected if the Exchange Offer is terminated, if the Exchange Offer does not comply with the relevant requirements of a particular jurisdiction, if the amount of Existing Notes offered for exchange is not at least equal to the Minimum Offer Amount or for any other reason.

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Noteholders are advised that the Issuer may, in its sole discretion, accept offers of Existing Notes for exchange pursuant to the Exchange Offer on more than one date if the Exchange Offer is extended or re-opened. The failure of any person to receive a copy of this Exchange Offer Memorandum or any announcement made or notice issued in connection with the Exchange Offer shall not invalidate any aspect of the Exchange Offer. No acknowledgement of receipt of the Exchange Instructions and/or other documents will be given by the Issuer, RZB or the Exchange Agent. Announcements Unless stated otherwise, announcements in connection with the Exchange Offer will be made as Ad Hoc Announcements and by the issue of a press release to a Notifying News Service. Announcements may also be found on the relevant Reuters International Insider Screen and be made by the delivery of notices to the Clearing Systems for communication to Direct Participants. Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agent, the contact details for which are on the last page of this Exchange Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Exchange Agent for the relevant announcements during the course of the Exchange Offer. In addition, holders of Existing Notes may contact the Dealer Managers for information using the contact details on the last page of this Exchange Offer Memorandum. Governing law The Exchange Offer, each Exchange Instruction, any exchange of Existing Notes pursuant to the Exchange Offer and any noncontractual obligations arising out of or in connection with the foregoing shall be governed by and construed in accordance with English law (see also "Procedures for Participating in the Exchange Offer - General").

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COMPARISON BETWEEN CERTAIN PROVISIONS OF THE EXISTING NOTES AND THE NEW NOTES There are a number of differences between the Existing Notes and the New Notes. Noteholders should review the Preliminary Prospectus and the New Note Conditions in their entirety and consider carefully all such differences before making a decision whether to offer Existing Notes for exchange. The New Note Conditions are set out in the Preliminary Prospectus. However, except as identified in the table below, the key provisions of the Existing Notes and the New Notes will be the same, including the Existing Notes and the New Notes having the same issuer, interest payment dates, and interest reset and first call date. The Existing Notes and the New Notes will also have equivalent provisions relating to (i) status and ranking, (ii) the deferral of interest payments on a non-cumulative basis, (iii) interest payments being subject to certain optional non-payment rights, (iv) the redemption of the Existing Notes or the New Notes at the option of the Issuer and for tax and regulatory reasons, (v) the payment of such additional amounts as are necessary in order that the net amounts received by holders of the Existing Notes or the New Notes after any withholding or deduction that may be required by law are equal to the amounts that would otherwise have been receivable and (vi) the rights of holders of the Existing Notes and the New Notes upon any liquidation of the Issuer. In addition, both the Existing Notes and the New Notes will have the benefit of an equivalent support agreement between the Issuer and RZB. As at the date of this Exchange Offer Memorandum, the Existing Notes are rated Baa1 by Moody's Investors Service, Inc. (Moody's) and BBB- by Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc. (S&P). The New Notes are expected to have the same ratings from both Moody's and S&P. For Noteholders' convenience, certain key differences between the Existing Notes and the New Notes are set out in the table below. The information contained in this table is a summary only and should not be considered a complete description of the particular provision summarised. The summaries below are qualified by reference to (i) the Existing Note Conditions, (ii) the New Note Conditions and (iii) the Preliminary Prospectus.

Existing Notes

New Notes

Listing

Vienna Stock Exchange, Second Regulated Market

Luxembourg Stock Exchange, Official list and regulated market

Coupon

5.169 per cent. to (but excluding) the Reset Date and 3-month EURIBOR plus 1.95 per cent. from (and including) the Reset Date

15 per cent. per annum to (but excluding) the Reset Date and 3-month EURIBOR plus the New Floating Rate Margin from (and including) the Reset Date

Interest rate step-up

From (and including) the Reset Date, the initial credit spread of 0.95 per cent. plus a further 1.00 per cent.

None

Denominations

€50,000

€50,000 and integral multiples of €1,000 in excess thereof up to and including €99,000

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RISK FACTORS AND OTHER CONSIDERATIONS Before making a decision whether to offer Existing Notes for exchange pursuant to the Exchange Offer, holders of Existing Notes should carefully consider all of the information in this Exchange Offer Memorandum and, in particular, the following factors and the Prospectus Risk Factors. Uncertainty as to the trading market for Existing Notes not exchanged Although the Existing Notes that are not validly offered for exchange by Noteholders or accepted by the Issuer will continue to be listed and admitted to trading on the Second Regulated Market, to the extent offers of Existing Notes for exchange in the Exchange Offer are accepted by the Issuer and the Exchange Offer is completed, the trading market for the relevant Existing Notes that remain outstanding following such completion may be significantly more limited. Such remaining Existing Notes may command a lower price than a comparable issue of securities with greater market liquidity. A reduced market value and liquidity may also make the trading price of such remaining Existing Notes more volatile. As a result, the market price for such Existing Notes that remain outstanding after the completion of the Exchange Offer may be adversely affected as a result of the Exchange Offer. None of the Issuer, RZB, the Managers or the Exchange Agent has any duty to make a market in any such remaining Existing Notes. Uncertainty as to the trading market for the New Notes The Issuer does not intend to make any application for the listing and admission to trading of the New Notes other than for such listing on the Official List, and admission to trading on the regulated market, of the Luxembourg Stock Exchange. The New Notes are securities for which there is currently no trading market and for which there can be no assurance of future liquidity. No obligation to accept offers to exchange The Issuer is not under any obligation to accept, and shall have no liability to any person for any non-acceptance of, any offer of Existing Notes for exchange pursuant to the Exchange Offer. Offers of Existing Notes for exchange may be rejected in the sole discretion of the Issuer for any reason and the Issuer is not under any obligation to Noteholders to furnish any reason or justification for refusing to accept an offer of Existing Notes for exchange. For example, offers of Existing Notes for exchange may be rejected if the Exchange Offer is terminated, if the Exchange Offer does not comply with the relevant requirements of a particular jurisdiction, if the amount of Existing Notes offered for exchange is not at least equal to the Minimum Offer Amount or for any other reason. Responsibility for complying with the procedures of the Exchange Offer Holders of Existing Notes are responsible for complying with all of the procedures for offering Existing Notes for exchange. None of the Issuer, RZB, the Managers or the Exchange Agent assumes any responsibility for informing any holder of Existing Notes of irregularities with respect to such holder's participation in the Exchange Offer. Differences between the Existing Notes and the New Notes There are a number of differences between the Existing Note Conditions and the New Note Conditions, including those specified in "Comparison Between Certain Provisions of the Existing Notes and the New Notes". The New Note Conditions are set out in the Preliminary Prospectus. Noteholders should review the Preliminary Prospectus and the New Note Conditions in their entirety before making a decision whether to offer Existing Notes for exchange. In particular, attention is also drawn to the Prospectus Risk Factors. Completion, termination and amendment Until the Issuer announces whether it has decided to accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer, no assurance can be given that the Exchange Offer will be completed. This may depend upon the satisfaction or waiver of the conditions of the Exchange Offer. Existing Notes that are not successfully offered for exchange pursuant to the Exchange Offer will remain outstanding. In addition, subject to applicable law and as provided in this Exchange Offer Memorandum, the Issuer may, in its sole discretion, extend, re-open, amend or terminate the Exchange Offer (including, but not limited to, the terms and conditions of the New Notes) at any time before such announcement and may, in its sole discretion, waive any of the conditions to the Exchange Offer either before or after such announcement. Exchange Instructions irrevocable Exchange Instructions will be irrevocable except in the limited circumstances described in "Amendment and Termination". Compliance with offer and distribution restrictions Holders of Existing Notes are referred to the offer and distribution restrictions in "Offer and Distribution Restrictions" and the agreements, acknowledgements, representations, warranties and undertakings in "Procedures for Participating in the Exchange Offer" and the Exchange Instructions, which Noteholders will be deemed to make on submission of the Exchange Instruction. Noncompliance with these could result in, among other things, the unwinding of trades and/or heavy penalties.

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Responsibility to consult advisers Noteholders should consult their own tax, accounting, financial and legal advisers regarding the suitability to themselves of the tax or accounting consequences of participating in the Exchange Offer and an investment in the New Notes. Market value and prices of the New Notes The Exchange Ratio may not reflect the market value of the corresponding New Notes. The New Notes will be listed on the Official List, and admitted to trading on the regulated market, of the Luxembourg Stock Exchange. To the extent that the New Notes are traded, prices of the New Notes may fluctuate greatly depending on the trading volume and the balance between buy and sell orders. Noteholders are urged to contact their brokers to obtain the best available information as to the potential market price of the New Notes and for advice concerning the effect of the Exchange Ratio. Restrictions on transfer of Existing Notes When considering whether to participate in the Exchange Offer, Noteholders should take into account that restrictions on the transfer of Existing Notes by Noteholders will apply from the time of submission of Exchange Instructions. A Noteholder will, on submitting an Exchange Instruction, agree that its Existing Notes will be blocked in the relevant account in the relevant Clearing System from the date the relevant Exchange Instruction is submitted until the earlier of (i) the time of settlement on the Settlement Date and (ii) the date of any termination of the Exchange Offer (including where such Existing Notes are not accepted by the Issuer for exchange) or on which the Exchange Instruction is revoked, in the limited circumstances in which such revocation is permitted.

17

TAX CONSEQUENCES In view of the number of different jurisdictions where tax laws may apply to a Noteholder, this Exchange Offer Memorandum does not discuss the tax consequences for Noteholders arising from the exchange of Existing Notes pursuant to the Exchange Offer for New Notes, or in relation to the New Notes. Noteholders are urged to consult their own professional advisers regarding these possible tax consequences under the laws of the jurisdictions that apply to them or to the exchange of their Existing Notes and the receipt pursuant to the Exchange Offer of New Notes, the Accrued Interest Payment and the Cash Rounding Amount. Noteholders are liable for their own taxes and have no recourse to the Issuer, RZB, the Managers or the Exchange Agent with respect to taxes arising in connection with the Exchange Offer.

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PROCEDURES FOR PARTICIPATING IN THE EXCHANGE OFFER Noteholders who need assistance with respect to the procedures for participating in the Exchange Offer should contact the Exchange Agent, the contact details for which are on the last page of this Exchange Offer Memorandum. Summary of action to be taken The Issuer will only accept offers of Existing Notes for exchange pursuant to the Exchange Offer which are made by way of the submission of valid Exchange Instructions in accordance with the procedures set out in this section "Procedures for Participating in the Exchange Offer". To offer Existing Notes for exchange pursuant to the Exchange Offer where such Existing Notes are held in a Clearing System, a Noteholder should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Exchange Instruction that is received by the Exchange Agent by the Expiration Deadline. Exchange Instructions must be submitted in respect of an aggregate amount of the Existing Notes of at least the Minimum Offer Amount and that is a multiple of €50,000, being the only denomination of the Existing Notes. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes whether such intermediary needs to receive instructions from a Noteholder before the deadlines specified in this Exchange Offer Memorandum in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer. The deadlines set by each Clearing System for the submission and withdrawal of Exchange Instructions will also be earlier than the relevant deadlines specified in this Exchange Offer Memorandum. Exchange Instructions The offering of Existing Notes for exchange by a Noteholder will be deemed to have occurred upon receipt by the Exchange Agent from the relevant Clearing System of a valid Exchange Instruction submitted in accordance with the requirements of such Clearing System. The receipt of such Exchange Instruction by the relevant Clearing System will be acknowledged in accordance with the standard practices of such Clearing System and will result in the blocking of the relevant Existing Notes in the Noteholder's account with the relevant Clearing System so that no transfers may be effected in relation to such Existing Notes. Noteholders must take the appropriate steps through the relevant Clearing System so that no transfers may be effected in relation to such blocked Existing Notes at any time after the date of submission of such Exchange Instruction, in accordance with the requirements of the relevant Clearing System and the deadlines required by such Clearing System. By blocking such Existing Notes in the relevant Clearing System, each Direct Participant will be deemed to consent to have the relevant Clearing System provide details concerning such Direct Participant's identity to the Exchange Agent (and for the Exchange Agent to provide such details to the Issuer, RZB and the Managers, and their legal advisers). Only Direct Participants may submit Exchange Instructions. Each Noteholder that is not a Direct Participant must arrange for the Direct Participant through which such Noteholder holds its Existing Notes to submit a valid Exchange Instruction on its behalf to the relevant Clearing System before the deadlines specified by the relevant Clearing System. It is a term of the Exchange Offer that Exchange Instructions are irrevocable except in the limited circumstances described in "Amendment and Termination". In such circumstances, Exchange Instructions may be revoked by a Noteholder, or the relevant Direct Participant on its behalf, by submitting a valid electronic withdrawal instruction to the relevant Clearing System. To be valid, such instruction must specify the Existing Notes to which the original Exchange Instruction related, the securities account to which such Existing Notes are credited and any other information required by the relevant Clearing System. By submitting a valid Exchange Instruction to the relevant Clearing System in accordance with the standard procedures of such Clearing System, a Noteholder and any Direct Participant submitting such Exchange Instruction on such Noteholder's behalf shall be deemed to agree, and acknowledge, represent, warrant and undertake, to the Issuer, RZB, the Exchange Agent and the Managers the following at the Expiration Deadline and the time of settlement on the Settlement Date (if a Noteholder or Direct Participant is unable to make any such agreement or acknowledgement or give any such representation, warranty or undertaking, such Noteholder or Direct Participant should contact the Exchange Agent immediately): (a)

it has received the Exchange Offer Memorandum, and has reviewed and accepts the offer and distribution restrictions, terms, conditions, risk factors (including the Prospectus Risk Factors), New Note Conditions and other considerations of the Exchange Offer, all as described in this Exchange Offer Memorandum (including the Preliminary Prospectus), and has

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undertaken an appropriate analysis of the implications of the Exchange Offer without reliance on the Issuer, RZB, any of the Managers or the Exchange Agent; (b)

by blocking the relevant Existing Notes in the relevant Clearing System, it will be deemed to consent, in the case of a Direct Participant, to have such Clearing System provide details concerning its identity to the Exchange Agent (and for the Exchange Agent to provide such details to the Issuer, RZB and the Managers, and their respective legal advisers);

(c)

upon the terms and subject to the conditions of the Exchange Offer, it offers for exchange in the Exchange Offer the principal amount of Existing Notes blocked in its account in the relevant Clearing System (such principal amount being at least equal to the Minimum Offer Amount) and, subject to and effective upon such exchange by the Issuer, it renounces all right, title and interest in and to all such Existing Notes exchanged by or at the direction of the Issuer and waives and releases any rights or claims it may have against the Issuer or RZB with respect to any such Existing Notes and the Exchange Offer;

(d)

if the Existing Notes offered for exchange are accepted by the Issuer, it acknowledges that (i) the Accrued Interest Payment and Cash Rounding Amount, if any, will be paid in euro, (ii) such cash amounts will be deposited by or on behalf of the Issuer with the Clearing Systems on the Settlement Date and (iii) on receipt of such cash amounts, the Clearing Systems will make payments promptly to the accounts in the Clearing Systems of the relevant Noteholders;

(e)

it agrees to ratify and confirm each and every act or thing that may be done or effected by the Issuer, any of its directors or any person nominated by the Issuer in the proper exercise of his or her powers and/or authority hereunder;

(f)

it agrees to do all such acts and things as shall be necessary and execute any additional documents deemed by the Issuer to be desirable, in each case to complete the transfer of the relevant Existing Notes to the Issuer or its nominee in exchange for the relevant New Notes and/or to perfect any of the authorities expressed to be given hereunder;

(g)

it has observed the laws of all relevant jurisdictions; obtained all requisite governmental, exchange control or other required consents; complied with all requisite formalities; and paid any issue, transfer or other taxes or requisite payments due from it in each respect in connection with any offer or acceptance in any jurisdiction and that it has not taken or omitted to take any action in breach of the terms of the Exchange Offer or which will or may result in the Issuer, RZB, the Managers, the Exchange Agent or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Exchange Offer;

(h)

all authority conferred or agreed to be conferred pursuant to its acknowledgements, agreements, representations, warranties and undertakings, and all of its obligations shall be binding upon its successors, assigns, heirs, executors, trustees in bankruptcy and legal representatives, and shall not be affected by, and shall survive, its death or incapacity;

(i)

no information has been provided to it by the Issuer, any other member of the RZB Group, the Managers or the Exchange Agent, or any of their respective directors or employees, with regard to the tax consequences for Noteholders arising from the exchange of Existing Notes pursuant to the Exchange Offer for New Notes, or in relation to the New Notes, and it acknowledges that it is solely liable for any taxes and similar or related payments imposed on it under the laws of any applicable jurisdiction as a result of its participation in the Exchange Offer (including the exchange of its Existing Notes and the receipt pursuant to the Exchange Offer of the relevant New Notes, the Accrued Interest Payment and the Cash Rounding Amount) or in relation to the New Notes, and agrees that it will not and does not have any right of recourse (whether by way of reimbursement, indemnity or otherwise) against the Issuer, any other member of the RZB Group, the Managers or the Exchange Agent, or any of their respective directors or employees, or any other person in respect of such taxes and payments;

(j)

it is not a person to whom it is unlawful to make an invitation pursuant to the Exchange Offer under applicable securities laws and it has (before submitting, or arranging for the submission on its behalf, as the case may be, of the Exchange Instruction in respect of the Existing Notes it is offering for exchange) complied with all laws and regulations applicable to it for the purposes of its participation in the Exchange Offer;

(k)

the New Notes are being offered and sold in transactions not involving a public offering in the United States within the meaning of the Securities Act, and the New Notes have not been and will not be registered under the Securities Act or any other applicable U.S. State securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (terms used in this and the following paragraph that are defined in Regulation S under the Securities Act are used as defined in Regulation S);

20

(l)

either (a) (i) it is the beneficial owner of the Existing Notes being offered for exchange and (ii) it is located outside the United States and is participating in the Exchange Offer from outside the United States and it is not a U.S. person or (b) (i) it is acting on behalf of the beneficial owner of the Existing Notes being offered for exchange on a non-discretionary basis and has been duly authorised to so act and (ii) such beneficial owner has confirmed to it that it is located outside the United States and is participating in the Exchange Offer from outside the United States and it is not a U.S. person;

(m)

it is not located or resident in Italy, it did not receive the Exchange Offer Memorandum or any invitation to participate in the Exchange Offer in Italy and it is not acting on behalf of investors located or resident in Italy;

(n)

it is not located or resident in the United Kingdom or, if it is located or resident in the United Kingdom, it is a person falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or within Article 43 of the Financial Promotion Order, or to whom this Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer may otherwise lawfully be communicated in accordance with the Financial Promotion Order;

(o)

it is not located or resident in Belgium or, if it is located or resident in Belgium, it is a qualified investor, in the sense of Article 10 of the Belgian Public Offer Law, acting on its own account;

(p)

it is not located or resident in France or, if it is located or resident in France, it is a (i) provider of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investor (investisseur qualifié) other than an individual (as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code Monétaire et Financier), acting on its own account;

(q)

it has full power and authority to offer for exchange and transfer the Existing Notes offered for exchange and, if such Existing Notes are accepted for exchange by the Issuer, such Existing Notes will be transferred to, or to the order of, the Issuer with full title free from all liens, charges and encumbrances, not subject to any adverse claim and together with all rights attached to such Existing Notes, and it will, upon request, execute and deliver any additional documents and/or do such other things deemed by the Issuer to be necessary or desirable to complete the transfer and cancellation of such Existing Notes or to evidence such power and authority;

(r)

it holds and will hold, until the time of settlement on the Settlement Date, the Existing Notes blocked in the relevant Clearing System and, in accordance with the requirements of, and by the deadline required by, such Clearing System, it has submitted, or has caused to be submitted, an Exchange Instruction to such Clearing System to authorise the blocking of the Existing Notes offered for exchange with effect on and from the date of such submission so that, at any time pending the transfer of such Existing Notes on the Settlement Date to the Issuer, or to its agent on its behalf, no transfers of such Existing Notes may be effected;

(s)

the terms and conditions of the Exchange Offer shall be deemed to be incorporated in, and form a part of, the Exchange Instruction which shall be read and construed accordingly, and that the information given by or on behalf of such Noteholder in the Exchange Instruction is true and will be true in all respects at the time of the exchange on the Settlement Date; and

(t)

it accepts the Issuer is under no obligation to accept offers of Existing Notes for exchange pursuant to the Exchange Offer, and accordingly such offers may be accepted or rejected by the Issuer in its sole discretion and for any reason.

The receipt of an Exchange Instruction by the relevant Clearing System will constitute instructions to debit the securities account of the relevant Direct Participant on the Settlement Date in respect of all of the Existing Notes that the relevant Noteholder has offered for exchange, upon receipt by such Clearing System of an instruction from the Exchange Agent for such Existing Notes to be transferred to the specified account of the Issuer or its agent on its behalf and against credit of the relevant New Notes and payment by the Issuer of the Accrued Interest Payment and Cash Rounding Amount, subject to the automatic withdrawal of those instructions on the date of any termination of the Exchange Offer (including where such Existing Notes are not accepted for exchange by the Issuer) or on the valid revocation of such Exchange Instruction, in the limited circumstances in which such revocation is permitted as described in "Amendment and Termination", and subject to acceptance of the Exchange Offer by the Issuer and all other conditions of the Exchange Offer.

21

General Exchange Instructions A separate Exchange Instruction must be completed on behalf of each beneficial owner and must relate to an aggregate amount of the Existing Notes of at least the Minimum Offer Amount and that is a multiple of €50,000, being the only denomination of the Existing Notes. Irrevocability The submission of a valid Exchange Instruction in accordance with the procedures set out in this section "Procedures for Participating in the Exchange Offer" will be irrevocable (except in the limited circumstances described in "Amendment and Termination"). Irregularities All questions as to the validity, form, eligibility and valid revocation (including times of receipt) of the Exchange Instruction will be determined by the Issuer in its sole discretion, which determination shall be final and binding. The Issuer reserves the absolute right to reject any and all Exchange Instructions or revocation instructions not in proper form or for which any corresponding agreement by the Issuer to accept would, in the opinion of the Issuer and its legal advisers, be unlawful. The Issuer also reserves the absolute right to waive any defects, irregularities or delay in the submission of any and all Exchange Instructions or revocation instructions. The Issuer also reserves the absolute right to waive any such defect, irregularity or delay in respect of particular offers of Existing Notes for exchange, whether or not the Issuer elects to waive similar defects, irregularities or any delay in respect of any other offers of Existing Notes for exchange. Any defect, irregularity or delay must be cured within such time as the Issuer determines, unless waived by it. Exchange Instructions will be deemed not to have been made until such defects, irregularities or delays have been cured or waived. None of the Issuer, RZB, the Managers or the Exchange Agent shall be under any duty to give notice to a Noteholder of any defects, irregularities or delays in an Exchange Instruction or revocation instruction, nor shall any of them incur any liability for failure to give such notice. Governing Law The Exchange Offer, each Exchange Instruction, any exchange of Existing Notes pursuant to the Exchange Offer and any noncontractual obligations arising out of or in connection with the foregoing shall be governed by and construed in accordance with English law. By submitting the Exchange Instruction, the relevant Noteholder irrevocably and unconditionally agrees for the benefit of the Issuer, RZB, the Managers and the Exchange Agent that the courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with the Exchange Offer, such Exchange Instruction, any exchange of Existing Notes pursuant to the Exchange Offer or any non-contractual obligations arising out of or in connection with the foregoing and that, accordingly, any suit, action or proceedings arising out of or in connection with any such dispute may be brought in such courts.

22

AMENDMENT AND TERMINATION Amendment and Termination Notwithstanding any other provision of the Exchange Offer, the Issuer may, subject to applicable laws, at its option and in its sole discretion, at any time before any acceptance by it of the Exchange Offer: (a)

extend the Expiration Deadline for, or re-open, the Exchange Offer (in which case all references in this Exchange Offer Memorandum to "Expiration Deadline" shall for the purposes of the Exchange Offer unless the context otherwise requires, be to the latest time and date to which the Expiration Deadline has been so extended or the Exchange Offer re-opened);

(b)

otherwise extend, re-open or amend the Exchange Offer in any respect (including, but not limited to, any increase, decrease, extension, re-opening or amendment, as applicable, in relation to the Expiration Deadline, Settlement Date, Exchange Price, New Issue Price, Exchange Ratio and/or New Issue Coupon);

(c)

delay the acceptance of Exchange Instructions or exchange of Existing Notes validly submitted for exchange in the Exchange Offer until satisfaction or waiver of the conditions to the Exchange Offer, even if the Exchange Offer has expired; or

(d)

terminate the Exchange Offer, including with respect to Exchange Instructions submitted before the time of such termination.

The Issuer also reserves the right at any time to waive any or all of the conditions of the Exchange Offer as set out in this Exchange Offer Memorandum. The Issuer will make an Ad Hoc Announcement and issue a press release to a Notifying News Service in respect of any such extension, re-opening, amendment or termination as soon as is reasonably practicable after the relevant decision is made. To the extent a decision is made to waive any condition of the Exchange Offer generally as opposed to in respect of certain offers of Existing Notes for exchange only, the Issuer will also make an Ad Hoc Announcement and issue a press release to a Notifying News Service in respect of such decision as soon as is reasonably practicable after it is made. Revocation Rights If the Issuer amends the Exchange Offer in any way (including by way of the making of any announcement, or the issue of any supplement or other form of update to this Exchange Offer Memorandum, in which any material development is disclosed, which announcement, supplement or other form of update is made or published before any acceptance by the Issuer of the Exchange Offer) that, in the opinion of the Issuer (in consultation with the Dealer Managers) is materially prejudicial to Noteholders that have already submitted Exchange Instructions before the announcement of such amendment (which announcement shall include a statement that in the opinion of the Issuer such amendment is materially prejudicial to such Noteholders), then such Exchange Instructions may be revoked at any time from the date and time of the announcement of such decrease or amendment until 5.00 p.m. (CET) on the second Business Day following such announcement (subject to the earlier deadlines required by the Clearing Systems and any intermediary through which Noteholders hold their Existing Notes). Any extension or re-opening of the Exchange Offer (including any amendment in relation to the Expiration Deadline, the Pricing Time and/or the Settlement Date) in accordance with the terms of the Exchange Offer as described in this section "Amendment and Termination" shall not be considered materially prejudicial to Noteholders that have already submitted Exchange Instructions before the announcement of such amendment provided the settlement of such extended or re-opened Exchange Offer will be completed by the Issuer by no later than 15 July 2009. Noteholders wishing to exercise any right of revocation as set out above should do so in accordance with the procedures set out in "Procedures for Participating in the Exchange Offer - Exchange Instructions - Exchange Instructions". Beneficial owners of Existing Notes that are held through an intermediary are advised to check with such entity when it needs to receive instructions to revoke the Exchange Instruction in order to meet the above deadline. For the avoidance of doubt, any Noteholder who does not exercise any such right of revocation in the circumstances and in the manner specified above, shall be deemed to have waived such right of revocation and its original Exchange Instruction will remain effective.

23

DEALER MANAGERS AND EXCHANGE AGENT RZB and the Issuer have retained BNP Paribas and UBS Limited to act as Dealer Managers for the Exchange Offer and Lucid Issuer Services Limited to act as Exchange Agent. RZB and the Issuer have entered into a Dealer Manager Agreement with the Dealer Managers which contains certain provisions regarding payment of fees, expense reimbursement and indemnity arrangements relating to the Exchange Offer. For the purposes of the settlement of the Exchange Offer on the Settlement Date, the calculation agent for the Existing Notes will calculate the Accrued Interest Payment for each Noteholder in respect of the Existing Notes validly offered for exchange by such Noteholder and accepted by the Issuer, and each Cash Rounding Amount. All such determinations and calculations will, absent manifest error, be conclusive and binding on the Issuer and the Noteholders. The Dealer Managers and their respective affiliates may contact Noteholders regarding the Exchange Offer and may request brokerage houses, custodians, nominees, fiduciaries and others to forward this Exchange Offer Memorandum and related materials to Noteholders. The Dealer Managers and their respective affiliates have provided and continue to provide certain investment banking services to the Issuer, RZB and other RZB Group companies for which they have received and will receive compensation that is customary for services of such nature. None of the Dealer Managers, the Exchange Agent or any of their respective directors, employees or affiliates assume any responsibility for the accuracy or completeness of the information concerning the Exchange Offer, the Issuer, RZB, RZB Group, the Existing Notes and the New Notes contained in this Exchange Offer Memorandum or for any failure by the Issuer or RZB to disclose events that may have occurred and may affect the significance or accuracy of such information. The Dealer Managers may (i) submit Exchange Instructions for their own account and (ii) submit Exchange Instructions (subject to the offer restrictions set out in "Offer and Distribution Restrictions") on behalf of Noteholders. None of the Dealer Managers, the Exchange Agent, the Issuer, RZB (including in its capacity as Co-Dealer Manager) or any of their respective directors, employees or affiliates make any representation or recommendation whatsoever regarding the Exchange Offer, or any recommendation as to whether Noteholders should offer Existing Notes for exchange. The Exchange Agent is the agent of the Issuer and the Exchange Agent does not owe any duty to any Noteholder.

24

This Preliminary Prospectus and the information contained herein are subject to completion and/or amendment, which may be material, without notice. Under no circumstances shall this Preliminary Prospectus constitute an offer of, or an invitation to acquire, or the solicitation of an offer to purchase or subscribe for any of the Capital Notes, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. This Preliminary Prospectus has not been approved by the CSSF. This Preliminary Prospectus may not be communicated or distributed to persons outside the United Kingdom other than persons to whom it may be communicated or distributed lawfully without any further action on the part of any person and in accordance with all applicable securities laws.

ANNEX - PRELIMINARY PROSPECTUS

PRELIMINARY PROSPECTUS DATED 18 JUNE 2009

RZB Finance (Jersey) IV Limited (Incorporated with limited liability under the laws of Jersey)

EUR [•] Non-cumulative Subordinated Perpetual Callable Fixed to Floating Rate Capital Notes having the benefit of a support agreement entered into with Raiffeisen Zentralbank Österreich AG Issue Price: 100 per cent. The EUR [•] Non-cumulative Subordinated Perpetual Callable Fixed to Floating Rate Capital Notes (the “Capital Notes”) are proposed to be issued by RZB Finance (Jersey) IV Limited (the “Issuer”) on or about [1] July 2009 (the “Closing Date”). The holders of the Capital Notes (the “Noteholders”) will have the benefit of a support agreement (the “Support Agreement”) entered into between the Issuer and Raiffeisen Zentralbank Österreich Aktiengesellschaft (“RZB” or the “Support Agreement Provider”). Subject to the limitations described in the “Terms and Conditions of the Capital Notes”, the Capital Notes will bear non-cumulative interest: (i) from (and including) [1] July 2009 to (but excluding) 16 May 2016 (the “Reset Date”) at a fixed rate of 15 per cent. per annum payable annually in arrear with the first short interest payment being made on 16 May 2010 (each an "Interest Payment Date") and a full interest payment being made on 16 May in each year thereafter (subject to the "Terms and Conditions of the Capital Notes"); and (ii) from (and including) the Reset Date at a rate of [•] per cent. per annum above three month EURIBOR (see the definition of Reference Rate in the “Terms and Conditions of the Capital Notes”) payable quarterly in arrear on 16 August, 16 November, 16 February and 16 May in each year, commencing on 16 August 2016 (each an “Interest Payment Date”). The Capital Notes are limited recourse obligations of the Issuer (as further detailed in “Terms and Conditions of the Capital Notes”) and will be issued exclusively in exchange for the 2006 Capital Notes on the terms and subject to the conditions set out in an exchange offer memorandum dated on or about 18 June 2009 (the "Exchange Offer Memorandum"). The Capital Notes do not have a maturity and are not redeemable at any time at the option of the Noteholders. The Capital Notes are redeemable at the option of the Issuer, subject to the prior consent of RZB (which shall grant such consent only after either replacement of the aggregate principal amount of the Capital Notes so redeemed by the issue of other capital of at least equivalent quality (Kapital gleicher oder besserer Qualität) or after the Austrian Financial Market Supervisory Authority (the “Finanzmarktaufsichtsbehörde” or “FMA”) has determined that after repayment RZB and the group of credit institutions (Kreditinstitutsgruppe) to which RZB belongs have sufficient own funds required for adequate risk coverage), in whole but not in part, at the principal amount of such Capital Note plus accrued and unpaid interest for the then current Interest Period (as defined in the “Terms and Conditions of the Capital Notes”) on 16 May 2016 or any Interest Payment Date falling thereafter and, for taxation reasons or regulatory reasons, in whole but not in part at any time, subject as described in the “Terms and Conditions of the Capital Notes”. In the event of the liquidation, dissolution or winding-up of the Issuer or RZB, Noteholders will be entitled to receive for each Capital Note a liquidation preference equal to the principal amount of such Capital Note plus any accrued and unpaid interest for the then current Interest Period to the date of payment, subject as described in the “Terms and Conditions of the Capital Notes”. Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") which is a competent authority for the purpose of Directive 2003/71/EC (the “Prospectus Directive”) to approve this document as a prospectus. Application has been made to the Luxembourg Stock Exchange for Capital Notes to be admitted to listing on the official list of the Luxembourg Stock Exchange and the admission to trading is sought on the regulated market of the Luxembourg Stock Exchange, a regulated market for the purposes of Directive 2004/39/EC. The Capital Notes will be in bearer form and in the denominations of EUR 50,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 99,000. No Capital Notes in definitive form will be issued with a denomination above EUR 99,000. The Capital Notes will initially be in the form of a temporary global note (the “Temporary Global Note”), without interest coupons, which will be deposited on or around the Closing Date with a common depositary for Euroclear Bank, S.A./N.V. and Clearstream Banking, société anonyme, Luxembourg. The Temporary Global Note will be exchangeable, in whole or in part, for interests in a permanent global note (the “Permanent Global Note”), without interest coupons, not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. Interest Payments (as defined in the "Terms and Conditions of the Capital Notes") in respect of the Capital Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Note will be exchangeable in certain limited circumstances in whole, but not in part, for Capital Notes in definitive form in the denominations of EUR 50,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 99,000 with interest coupons (and one talon) attached.

Dealer Managers BNP PARIBAS

UBS Limited Co-Dealer Manager RZB

The date of this Prospectus is 30 June 2009. A-1

NOTICE TO INVESTORS

A copy of this Prospectus has been delivered to the Jersey Registrar of Companies in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not withdrawn, consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue by the Issuer of the Capital Notes. The Jersey Financial Services Commission is protected by the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. It must be distinctly understood that in giving these consents, neither the registrar of companies nor the Jersey Financial Services Commission takes any responsibility for the financial soundness of the Issuer or for the correctness of any statements made, or opinions expressed, with regard to it. The Issuer confirms that, to the best of its knowledge after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus with regard to the Issuer and the Capital Notes is in accordance with the facts and contains no omission likely to affect its import. The Issuer accepts responsibility accordingly. RZB confirms that, to the best of its knowledge and having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus with regard to the Issuer, RZB and the RZB Group (as defined in the Terms and Conditions of the Capital Notes) and the Capital Notes is in accordance with the facts and contains no omission likely to affect its import. RZB accepts responsibility accordingly. The registered office of RZB is Am Stadtpark 9, A-1030 Vienna, Republic of Austria. No person has been authorised to give information or to make any representation other than those contained in this document and, if given or made, such information or representation must not be relied on as having been authorised by the Issuer, RZB, BNP Paribas or UBS Limited. The directors of the Issuer have taken all reasonable care to ensure that the facts stated in this document are true and accurate in all material respects, and that there are no other facts the omission of which would make misleading any statement in the document, whether of fact or opinions. All the directors accept responsibility accordingly. Neither the delivery of this Prospectus nor the offering or delivery of any Capital Notes shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer or RZB since the date of this Prospectus. Every significant new factor, material mistake or inaccuracy relating to the information included in this Prospectus which is capable of affecting the assessment of the Capital Notes and which arises or is noted between the date hereof and the date when trading on the regulated market of the Luxembourg Stock Exchange begins, will be included and published in a supplement to this Prospectus in accordance with article 13 of the Luxembourg Law. Prospective investors should inform themselves as to the legal requirements and tax consequences within the countries of their residence and domicile for the acquisition, holding or disposition of Capital Notes and any foreign exchange restrictions that might be relevant to them. This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, RZB, BNP Paribas or UBS Limited to subscribe for or purchase any of the Capital Notes. Investors should satisfy themselves that they understand all the risks associated with making investments in the nature of the Capital Notes. It should be remembered that the price of securities and the income from them can go down as well as up. If a prospective investor is in any doubt whatsoever as to the risks involved in investing in the Capital Notes, or about the contents of this document he or she should consult his or her stockbroker, bank manager, solicitor, accountant or other financial adviser. The distribution of this document and the offering of the Capital Notes in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Issuer, RZB, BNP Paribas and UBS Limited to inform themselves about, and to observe any such restrictions. Capital Notes may not be offered or sold, directly or indirectly, and this Prospectus may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in that jurisdiction. In particular, A-2

the Capital Notes have not been and will not be registered under the United States Securities Act of 1933 as amended (the “Securities Act”). Subject to certain exceptions, the Capital Notes may not be offered, sold or delivered within the United States or to U.S. persons. The Capital Notes are only suitable for financially sophisticated investors who are capable of evaluating the risks involved in investing in the Capital Notes. Unless otherwise specified or the context requires, references to a “Member State” are references to a member state of the European Economic Area, references to “euro”, “Euro” and “EUR” are to the currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended from time to time.

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CONTENTS

PAGE

1.

GENERAL DESCRIPTION OF THE ISSUE................................................................................5

2.

RISK FACTORS .......................................................................................................................12

3.

RZB FINANCE (JERSEY) IV LIMITED (THE ISSUER) ...........................................................23

4.

RAIFFEISEN ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT (RZB)....................28

5.

DOCUMENTS INCORPORATED BY REFERENCE AND ON DISPLAY .................................56

6.

DESCRIPTION OF THE CAPITAL NOTES ..............................................................................59

7.

TERMS AND CONDITIONS OF THE CAPITAL NOTES ..........................................................62

8.

SUMMARY OF PROVISIONS RELATING TO THE CAPITAL NOTES IN GLOBAL FORM .....75

9.

DESCRIPTION OF THE SUPPORT AGREEMENT .................................................................77

10.

SUPPORT AGREEMENT .........................................................................................................78

11.

TAXATION ................................................................................................................................83

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1.

GENERAL DESCRIPTION OF THE ISSUE

The following summary is qualified in its entirety by the more detailed information and financial statements incorporated by reference or included elsewhere in this Prospectus. Issuer

RZB Finance (Jersey) IV Limited which is a 100 per cent. indirectly owned subsidiary of RZB. It was incorporated in Jersey on 31 March 2006 for the sole purpose of issuing hybrid capital of RZB subject to the Terms and Conditions of the Capital Notes and the EUR 500,000,000 non-cumulative subordinated perpetual callable step-up fixed to floating rate capital notes having the benefit of a support agreement entered into with RZB issued on 12 May 2006 (the "2006 Capital Notes").

Support Agreement Provider

RZB

Fiscal Agent

BNP Paribas Securities Services (Luxembourg Branch)

Paying Agent

BNP Paribas Securities Services (Luxembourg Branch)

Calculation Agent

BNP Paribas Securities Services (Luxembourg Branch)

Listing Agent

BNP Paribas Securities Services (Luxembourg Branch)

Issue Size

EUR [•]

Issue Details

EUR [•] Non-cumulative Subordinated Perpetual Callable Fixed to Floating Rate Capital Notes

Closing Date

[1] July 2009 or such other date as may be agreed by the Issuer and BNP Paribas and UBS Limited (the “Dealer Managers”) to issue the Capital Notes in accordance with the Exchange Offer Memorandum as defined in section 3.5 below). If the Closing Date is modified after approval of this Prospectus by the CSSF, the Issuer will prepare and publish a supplement within the meaning of article 13 of the Luxembourg Prospectus Law or will publish a notice.

Form and Denominations

The Capital Notes will be in bearer form and in the denominations of EUR 50,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 99,000. No Capital Notes in definitive form will be issued with a denomination above EUR 99,000.

Limited Recourse Obligation

The Capital Notes will be limited recourse obligations of the Issuer. Principal and interest on the Capital Notes will be payable solely from distributions and redemption payments received by the Issuer deriving from the Investments and any amounts received by the Issuer under the Support Agreement.

Investments

Supplementary Capital (Ergänzungskapital (section 23(1) No. 5 and (7) BWG, in accordance with section 24(2) No. 5 and 6 and section 45(4) BWG)) issued by RZB to the Issuer with a principal amount equal to the initial aggregate principal amount of the Capital Notes.

Maturity

The Capital Notes will not have a maturity date and will not be redeemable at any time at the option of the Noteholders.

Interest

Subject to the limitations described in the Terms and Conditions of the Capital Notes, the Capital Notes will bear non-cumulative interest: (i) from (and including) [1] July 2009 to (but excluding) 16 May 2016 (the “Reset Date”) at a fixed rate of 15 per cent. per annum payable annually in arrear with the first short interest payment being made on 16 May 2010 and a full interest payment being made on 16 May in each year thereafter (each an "Interest Payment Date") (subject to

A-5

the "Terms and Conditions of the Notes"); and (ii) from (and including) the Reset Date at a rate of [•] per cent. per annum above three month EURIBOR (see the definition of Reference Rate in the Terms and Conditions of the Capital Notes) payable quarterly in arrear on 16 August, 16 November, 16 February and 16 May in each year, commencing on 16 August 2016 (each an “Interest Payment Date”). Non-Cumulative

Interest Payments on the Capital Notes will be non-cumulative and will be deemed to accrue on a day by day basis. If no interest falls to be paid by the Issuer in respect of the Capital Notes in any Interest Period then the right of Noteholders to receive interest (or any proportion thereof) in respect of such Interest Period will be extinguished and the Issuer will have no obligation to pay the interest accrued for such Interest Period or to pay any interest thereon, whether or not interest on the Capital Notes is paid for any future Interest Period.

Link to Distributable Profits

Interest Payments on the Capital Notes will, subject to the Optional Non-Payment Right described below, be paid by the Issuer out of funds legally available therefor; provided that Interest Payments will only be payable on any Interest Payment Date to the extent that: (a)

the Issuer has Distributable Funds for the Interest Period ending on the respective Interest Payment Date; and/or

(b)

the Support Agreement Provider has in accordance with section 24(2) No. 6(d) BWG an amount of Distributable Profits at least equal to (i) the aggregate amount of such Interest Payments payable on the relevant Interest Payment Date and (ii) payments made during the period commencing on the date that Distributable Profits were determined by the Supervisory Board of the Support Agreement Provider immediately preceding such Interest Payment Date and ending on the relevant Interest Payment Date, in respect of interest on the Capital Notes and dividends or other distributions or payments on Parity Securities, if any.

However the Issuer may, and will if so instructed by RZB, elect by giving not less than 10 and not more than 60 days' notice in accordance with Condition 13 not to make Interest Payments on the Capital Notes with a view to ensuring the continuity of RZB’s activities without weakening its financial structure (the “Optional NonPayment Right”). Subject to Condition 4(h) of the Terms and Conditions of the Capital Notes and notwithstanding the restrictions set out in Conditions 4(f) interest will be paid on the Capital Notes in the following circumstances: (a)

if the Support Agreement Provider or any SPV (being a special purpose vehicle which is a Subsidiary of RZB incorporated for the purpose of raising funds for the RZB Group by issuing preference shares, capital notes and other securities) declares or pays any dividends or makes any other payment or other distribution on any Interest Parity Securities (which includes any securities issued (i) by RZB or (ii) by the Issuer or any other SPV with the benefit of a guarantee or support agreement from RZB, in each case where the securities rank pari passu as to payment of dividends, interest or distributions with RZB’s obligations under the Support Agreement and contain an Optional NonPayment Right or equivalent). If the dividend or other

A-6

payment or distribution on such Interest Parity Securities was in the full stated amount payable on such Interest Parity Securities, Interest Payments will be made in full (in the period to but excluding the Reset Date) on the Interest Payment Date falling contemporaneously with or immediately following the date on which such dividend or other payment or distribution was declared or made on such Interest Parity Securities or (in the period from and including the Reset Date) on the four next succeeding Interest Payment Dates falling contemporaneously with or immediately following the date on which such dividend or other payment or distribution was declared or made on such Interest Parity Securities. If the dividend or other payment or distribution on such Interest Parity Securities was only a partial payment of the amount so owing, the Interest Payments on the Capital Notes will be reduced proportionally; (b)

if the Support Agreement Provider or any of the SPVs declares or pays any dividend or makes any other payment or distribution on any Junior Securities, interest will be paid on the Capital Notes (in the period to but excluding the Reset Date) on the Interest Payment Date falling contemporaneously with or immediately following the date on which such dividend was declared or other payment made or (in the period from and including the Reset Date) on the four next succeeding Interest Payment Dates falling contemporaneously with or immediately following the date on which such dividend or other payment or distribution was declared or made;

(c)

if the Support Agreement Provider or any of the SPVs redeems, repurchases or otherwise acquires any Parity Securities or Junior Securities for any consideration except by conversion into or exchange for Junior Securities, the Issuer will make Interest Payments on the Capital Notes in full (in the period to but excluding the Reset Date) on the Interest Payment Date falling contemporaneously with or immediately following the date on which such redemption, repurchase or other acquisition occurred or (in the period from and including the Reset Date) on the four next succeeding Interest Payment Dates falling contemporaneously with or immediately following the date on which such redemption, repurchase or other acquisition occurred;

provided that no payment obligation shall arise under paragraphs (a) – (c) above to the extent that the relevant SPV which declares or pays any dividend or makes any other payment or distribution makes such payment or distribution out of its own distributable profits or makes an Excess Distributable Funds Payment (as defined in the Terms and Conditions of the Capital Notes). When, by reason of any limitation described above interest is not paid in full on the Capital Notes and any Parity Securities, all interest payable upon the Capital Notes and any such Parity Securities will be payable pro rata in the proportion that the amounts available for payment on the Capital Notes and any such Parity Securities on the due date of payment shall bear to the full amount that would have been payable on the Capital Notes and such Parity Securities but for such limitation and any claims in respect of the difference between the full amount and the amount so payable shall be thereupon extinguished. If interest is not paid in full in accordance with the Terms and Conditions of the Capital Notes, the Noteholders will be notified in accordance with Condition 13 of the Terms and Conditions

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of the Capital Notes. Regulatory Limitations

Even if Distributable Funds of the Issuer and Distributable Profits of the Support Agreement Provider are sufficient on a particular Interest Payment Date, no Interest Payment shall be payable by the Issuer on any such Interest Payment Date to the extent that, (i) in accordance with applicable Austrian law, the Support Agreement Provider would be limited in making payments on preference shares or preferred securities or capital notes issued by it ranking pari passu as to participation in profits with the Support Agreement Provider’s obligations under the Support Agreement or (ii) on such date there is in effect an order of the FMA (or any other relevant regulatory authority) prohibiting the Support Agreement Provider from making any distribution of profits.

Support Agreement

The Issuer, the Noteholders and the Couponholders (as defined in the Terms and Conditions of the Capital Notes) will have the benefit of the Support Agreement entered into between the Issuer and RZB. Each Noteholder and Couponholder shall be entitled severally to enforce the obligations against RZB or the Issuer. The Support Agreement is intended to provide for interest, redemption and liquidation rights equivalent to those which would attach to the Capital Notes if issued directly by RZB and to oblige RZB to make funds available to the Issuer to meet its payment obligations under the Capital Notes and the Coupons (as defined in the Terms and Conditions of the Capital Notes). RZB’s obligations under the Support Agreement will constitute unsecured obligations of RZB and will at all times rank (a) junior to all liabilities of RZB (other than any liability expressed to rank pari passu with or junior to the Support Agreement), (b) pari passu with all payment obligations of RZB in respect of Asset Parity Securities, (c) pari passu with RZB’s obligations entered into by RZB in connection with the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes and (d) senior to Bank Share Capital. For the text of the Support Agreement, see section 10 of this Prospectus.

Withholding Tax and Additional Amounts

All amounts payable by the Issuer in respect of the Capital Notes and the Coupons shall be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of Jersey or Austria or any other country from or out of which the Issuer makes payments, or any political subdivision or authority thereof or therein having power to tax (the “Withholding Taxes”), unless such withholding or deduction is required by law. In such event, subject to customary exceptions as set out in Condition 7 of the Terms and Conditions of the Capital Notes, the Issuer shall pay such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Noteholders and the Couponholders after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the Capital Notes and the Coupons in the absence of such withholding or deduction.

Optional Redemption

The Capital Notes will be redeemable at the option of the Issuer in whole but not in part, subject to the prior consent of RZB (which shall grant such consent only after either replacement of the aggregate principal amount of the Capital Notes so redeemed by the issue of other capital of at least equivalent quality (Kapital gleicher oder besserer Qualität) or after the FMA has determined that after repayment RZB and the group of credit institutions

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(Kreditinstitutsgruppe) to which RZB belongs have sufficient own funds required for adequate risk coverage), in whole but not in part, at the principal amount of the relevant Capital Note plus accrued and unpaid interest for the then current Interest Period (as defined in the “Terms and Conditions of the Capital Notes”) (the "Redemption Price") on 16 May 2016 or on any Interest Payment Date falling thereafter subject as described in the “Terms and Conditions of the Capital Notes”. Redemption for Tax Reasons and Regulatory Reasons

The Capital Notes may be redeemed at the option of the Issuer in whole but not in part, at any time, subject to the prior consent of the Support Agreement Provider (which shall grant such consent only after either replacement of the principal amount of the Capital Notes so redeemed by issuing other capital of at least equivalent quality (Kapital gleicher oder besserer Qualität) or after the FMA has determined that after repayment RZB and the group of credit institutions (Kreditinstitutsgruppe) to which RZB belongs have sufficient own funds required for adequate risk coverage) at: (a)

the Redemption Price if the Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 7 (Taxation) of the Terms and Conditions of the Capital Notes and such obligation cannot be avoided by the Issuer taking in its judgment reasonable measures available to it; or

(b)

the higher of the Make Whole Amount (as defined in Condition 5(b) of the Terms and Conditions of the Capital Notes) and the Redemption Price (if any of the following events takes place prior to the Reset Date) or at the Redemption Price (if any of the following events takes place on or after the Reset Date) if: (i) the FMA determines and announces that, or as a result of a change in law or regulation or interpretation thereof, the Capital Notes no longer qualify as Core Capital (Kernkapital) of the Support Agreement Provider for Austrian banking capital adequacy purposes on a consolidated basis; or (ii) as a result of a change in law or regulation or the interpretation thereof payments made by the Support Agreement Provider or any member of the RZB Group on any of the Investments are not fully deductible for tax purposes;

on giving not less than 60 nor more than 90 days’ notice. If any of the events described in (a) or (b) above occurs, then the Optional Non-Payment Right shall cease to be applicable. Status and Subordination

The Capital Notes and the Coupons will constitute direct, general and unconditional obligations of the Issuer which will at all times rank (i) senior to the ordinary share capital of the Issuer, (ii) pari passu among themselves and at least pari passu with all other present and future preference shares, capital notes or other securities issued by the Issuer which rank pari passu with the Capital Notes and the Coupons and (iii) junior to all current and future senior and other unsubordinated and subordinated debt obligations of the Issuer.

Rights upon Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Issuer, the Noteholders or Couponholders, as applicable, at the time will be entitled to receive the relevant Liquidation Distribution in respect of each Capital Note or Coupon, as

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applicable, held out of the assets of the Issuer available for distribution to Noteholders and Couponholders. Such entitlement will arise before any distribution of assets is made to holders of ordinary shares, preference shares, preferred securities or capital notes or any other class of shares of the Issuer ranking junior as regards participation in assets to the Capital Notes or holders of any other share or other security issued by the Issuer having the benefit of a guarantee or support agreement from the Support Agreement Provider, where any such share or other security ranks junior as regards participation in assets to the Capital Notes but such entitlement will rank equally with the entitlement of the holders of any other preference shares or preferred securities or capital notes, if any, of the Issuer ranking pari passu with the Capital Notes as regards participation in assets of the Issuer. Notwithstanding the availability of sufficient assets of the Issuer to pay any Liquidation Distribution to the Noteholders or Couponholders, as applicable, if, at the time such Liquidation Distribution is to be paid, proceedings are pending or have been commenced for the voluntary or involuntary liquidation, dissolution or winding-up of the Support Agreement Provider, the Liquidation Distribution paid to Noteholders or Couponholders, as applicable, and the liquidation distribution per security to be paid to the holders of all Asset Parity Securities, shall not exceed the amount per security that would have been paid as the liquidation distribution from the assets of the Support Agreement Provider (after payment in full in accordance with Austrian law of all creditors of the Support Agreement Provider, including holders of its subordinated debt but excluding holders of any liability expressed to rank pari passu with or junior to the Support Agreement Provider’s obligations under the Support Agreement including, for the avoidance of doubt, the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes) had the Capital Notes and such Asset Parity Securities been issued by the Support Agreement Provider and ranked (a) junior to all liabilities of the Support Agreement Provider (other than any liability expressed to rank pari passu with or junior to the Support Agreement Provider’s obligations under the Support Agreement), (b) pari passu with all Asset Parity Securities of the Support Agreement Provider and (c) senior to the Support Agreement Provider’s Bank Share Capital. If the Liquidation Distribution and any other such liquidation distributions cannot be made in full by reason of the limitation described above, such amounts will be payable pro rata in the proportion that the amount available for payment bears to the full amount that would have been payable but for such limitation. After payment of the relevant Liquidation Distribution, as adjusted if applicable, the Noteholders and the Couponholders will have no right or claim to any of the remaining assets of the Issuer or the Support Agreement Provider. In the event of the liquidation, dissolution or winding-up of the Support Agreement Provider, the board of directors of the Issuer shall convene an Extraordinary General Meeting of the Issuer for the purpose of proposing a Special Resolution to put the Issuer into voluntary winding-up and the amount per Capital Note to which Noteholders shall be entitled as a Liquidation Distribution will be as set out in Condition 8 of the Terms and Conditions of the Capital Notes. The Support Agreement Provider will undertake in the Support Agreement that, so long as any Capital Notes are outstanding, unless the Support Agreement Provider itself is in liquidation, the Support

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Agreement Provider will not permit, or take any action to cause, the liquidation, dissolution or winding-up of the Issuer. Ratings

On issue, the Capital Notes are expected to be assigned a ["Baa1"] rating by Moody's Investors Service Inc. and a ["BBB-"] rating by Standard & Poor's Rating Services (a division of The McGraw-Hill Companies Inc.). A rating is not a recommendation to buy, sell or hold securities or shares and may be subject to suspension, change or withdrawal at any time by the assigning rating agency.

Governing Law

The Capital Notes, the Coupons and all matters arising from or connected with the Capital Notes and the Coupons (including any non-contractual obligations arising out of or in connection with the Capital Notes and the Coupons) shall be governed by, and construed in accordance with, English law, save that determination in respect of the Distributable Profits and amounts payable in the event of the liquidation of RZB will be construed in accordance with Austrian law. The Support Agreement and any non-contractual obligations arising out of or in connection with the Support Agreement shall be governed by, and construed in accordance with English law save that Clause 2.1.2 and Clause 2.3) shall be governed by, and construed in accordance with Austrian law.

Listing and Admission to Trading

Application has been made to the Luxembourg Stock Exchange to admit the Capital Notes to listing on the official list of the Luxembourg Stock Exchange and admission to trading is sought on the regulated market of the Luxembourg Stock Exchange.

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2.

RISK FACTORS

Investing in the Capital Notes involves certain risks. Risks relating to the ability of the Issuer and RZB to fulfil their respective obligations under the Capital Notes and the Support Agreement are set out in section 2.3 below. Prospective investors should reach their own views before making an investment decision.

2.1

THE ISSUER

2.1.1

Restricted business activity of the Issuer

The Issuer is a special purpose vehicle whose purpose is the issuing of hybrid capital subject to the Terms and Conditions of the Capital Notes and the 2006 Capital Notes. The Issuer does not intend to conduct any other business activity except for the issue of hybrid capital. Its ability to pay interest on or redeem (if ever) the Capital Notes solely depends on any income the Issuer may receive on the Investments and/or funds received from RZB under the Support Agreement. The Issuer does not have any other source of income for making payments under the Capital Notes. In case the Issuer does not receive any income on the Investments or under the Support Agreement, the investors may receive lower Interest Payments or lower payments of principal than expected or none at all. Further, the Issuer cannot rule out that it may become insolvent due to the complete or partial failure of payments on the Investments and/or under the Support Agreement.

2.2

RZB AND THE RZB GROUP

RZB is subject to the general business risks that affect an international bank with its business focus on the corporate banking and investment banking segments. The principal business risks are highlighted below. 2.2.1

Risks associated with the market environment

Implications and risks relating to the current financial and economic crisis Beginning in the second half of 2007, disruption in the global credit markets, including the re-pricing of credit risk and the deterioration of the housing markets in the United States, the United Kingdom and elsewhere, created increasingly difficult market conditions, characterised by volatility, less liquidity or no liquidity, widening of credit spreads and a lack of price transparency in relation to certain assets. Should the current financial crisis continue or worsen, it may lead to market distortions and affect further or all asset classes. In 2008 and 2009 to date, conditions have been particularly challenging for financial institutions, resulting in the failure or instability of a number of them and unprecedented action by governments and central banks in many countries. It is difficult to predict how long these conditions will last and how RZB will be affected. These conditions may be exacerbated by persisting volatility in the financial sector and the capital markets, or concerns about, or a default by, one or more institutions, which could lead to significant market-wide liquidity problems, losses or defaults by other institutions. Further, there is a tendency, in particular due to the financial crisis, of increase in litigation by competitors. The same applies to banks with which potential disputes under normal marked conditions would typically be solved amicably. Exposure to litigation risk is also increased in situations where credit institutions act in different capacities, for example where a credit institution acts as an agent in connection with syndicated credit facilities. These conditions may have a material adverse effect on RZB's financial condition or its results of operations in future periods. In particular, these market conditions may lead to a substantial decrease in the value of, or the permanent depreciation of, RZB's assets, especially if the market value of financial instruments in general continues to decrease. In addition, RZB may become subject to increased litigation and regulatory or governmental scrutiny or may be subject to changes in applicable regulatory regimes that may be materially adverse to it. Furthermore, it is not possible to predict what structural and/or regulatory changes may result from the current market conditions or the effect such changes may have on RZB or its prospects.

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Investors should refer, in particular to section 4.7 below where RZB discloses that, for the reasons set out in that section and section 4.4.6, it is unable to state that there has been no material adverse change in its prospects for at least the current financial year since 31 December 2008. 2.2.2

Risks relating to RZB and the RZB Group's business

Credit risk, country risk and counterparty risk RZB is exposed to the risk that a customer may not be able to fulfil contractual financial obligations as a result of its business with corporate customers, other banks, and financial institutions and sovereign borrowers. There is a distinction between migration risks (caused by the deterioration of customers’ ratings) and country risk. Country risk includes transfer and convertibility risks as well as political risk in relation to countries in or with which RZB carries on its business. Such credit risk may have a material adverse effect on RZB’s business results. (See also item 44 of the Explanatory Notes to the RZB Group’s Consolidated Financial Statements for the 2008 financial year.) In addition, collateral provided to RZB by its customers in connection with financings may be subject to devaluation resulting from adverse economic conditions. This may adversely affect the RZB Group's profits or financial position. Participation risk There are risks arising from RZB’s listed and unlisted equity holdings. These risks include the possibility that money invested in an equity participation may not yield a return or may be lost due to factors affecting the entity in which the equity investment is held. Any such failure of investments to yield returns or loss of value in such investments may adversely affect the profitability of RZB. Since the obligation of the Issuer to make payments on the Capital Notes is subject to the sufficiency of RZB's profits, any reduction in RZB's profits may affect the obligation and ability of the Issuer to make payments under the Capital Notes or of RZB to make payments under the Support Agreement. (See also item 42 of the Explanatory Notes to the RZB Group’s Consolidated Financial Statements for the 2008 financial year.) Liquidity risk Because of differences in the maturities of RZB’s receivables and its liabilities, there is a risk that RZB may be unable to fulfil its current and future financial obligations in full or on time. (See also item 44 of the Explanatory Notes to the RZB Group's Consolidated Financial Statements for the 2008 financial year.) Any such failure may affect the solvency of RZB. The rights of holders of Capital Notes are subordinated to senior creditors of RZB in the event of its insolvency and accordingly in such circumstances Noteholders may not receive payments of interest or repayment of principal on the Capital Notes. Further, lack of liquidity on the interbank market may restrict RZB's ability to refinance its indebtedness on commercially attractive terms or at all and may also lead to a reduction in business volume. This may result in decreased interest returns, the discontinuation of business activities and, in extreme cases, insolvency. Any disruption of the global credit markets and the resulting liquidity problems in the global credit markets could have a material adverse effect on RZB’s liquidity. Risks associated with the RZB Group cross defaults In connection with certain financing transactions, including but not limited to certain debt issuances, RZB has accepted so-called cross-default clauses. The effect of these provisions is that a default under certain other contracts may constitute an event of default under any contract containing such a crossdefault provision enabling the counter-party to request repayment immediately. Default under one contract may cause defaults under other contracts, which, in turn, may increase the liquidity needs of the RZB Group, which may have a material adverse effect on the RZB Group's profits or financial position. Conflicts of interest In many transactions RZB acts in various capacities in relation to its customers and investors. This may lead to conflicts of interest. Additionally, in some circumstances, direct and indirect shareholders of RZB may have interests that conflict with those of RZB. Further, certain members of the managing and supervisory board of RZB act in various capacities on many different boards; they may be required to act in a manner, which may conflict with RZB's interests. The occurrence of any of the above may have an adverse effect on RZB’s profits and financial position.

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Qualified personnel RZB believes that its continued success and ability to implement its strategy will depend significantly upon its ability to attract highly skilled managerial, technical, marketing and support personnel. RZB may from time to time experience difficulties in locating candidates with appropriate qualifications. Failure to attract and retain qualified personnel could have a material adverse effect on RZB's profits and financial condition. Risks in relation to intense competition The RZB Group is subject to intense competition, which is expected to intensify further in the future. Increased competition or changes in laws, regulations or regulatory policies in the markets within which the RZB Group operates may have a material adverse effect on the RZB Group’s profits and financial position. The competitiveness of RZB and the RZB Group will depend on RZB’s ability to adapt to market developments and trends. Concentration risk There is a risk that the concentration of or interactions between similar or different risk factors may exacerbate the individual risks described in this Prospectus. This may have a material adverse effect on RZB’s profits and financial position. 2.2.3

Market risks

General Market Risk The market risk involved in RZB’s business activities lies in the risk of possible losses arising from changes in the market due to fluctuating or changing interest rates, foreign exchange rates, share prices and prices in general. This risk encompasses both trading book and banking book positions. Higher risk positions are the result either of business done for customers or of the deliberate assumption of positions and are managed by the treasury and investment banking divisions. RZB’s market position is influenced by both external factors such as customer business and by internal policies. They are managed by the Treasury and Investment Banking divisions (Global Treasury Markets and Global Markets). (See also item 44 of the Explanatory Notes to the RZB Group's Consolidated Financial Statements for the 2008 financial year.) Notwithstanding such management, no assurance can be given that changes in the market will not adversely affect RZB's profitability. Since the obligation of the Issuer to make payments on the Capital Notes is subject to sufficiency of the profits of RZB, any reduction in the profitability of RZB may affect the obligation and the Issuer's ability to make payments under the Capital Notes or of RZB to make payments under the Support Agreement. Dependence upon funding sources RZB is not a retail bank. As a corporate bank with its focus on Austria’s “Top 1,000” companies, it lacks an extensive and broadly spread base of retail customer deposits as a funding source. RZB’s greater dependence upon the interbank market may make its profitability more sensitive to fluctuations in interest rates than that of banks that have a broad spread of retail customer deposits. A lack of liquidity/refinancing opportunities for banks may result in, among other things, a limitation on the volume of funding business that can be undertaken which, in turn, may lead to a decrease in interest income on the part of RZB and, in an extreme case, a discontinuation of business activities due to the insolvency of RZB. Currency risk Assets and liabilities of the RZB Group and therefore also its earnings power are denominated in various different currencies. Currency fluctuations may therefore have a material adverse effect on RZB’s profits and financial position. In addition, RZB and the RZB Group settle part of their sales/business transactions in foreign currencies. Many companies of the RZB Group draw up their accounts in local currencies so that their annual accounts have to be translated into Euros for the purpose of consolidation with RZB’s

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consolidated financial statements. Exchange rate fluctuations may have a significant negative impact on RZB’s consolidated asset, financial and earnings position. 2.2.4

Operational risk

In line with Basel II, RZB defines operational risk as the risk of unexpected losses resulting from inadequate or failed internal processes, people and systems or from external events, inclusive of legal risk. The occurrence of any such event, including in particular business interruptions (for example, due to the failure of communication systems) may cause significant losses. (See also item 44 of the Explanatory Notes to the RZB Group’s Consolidated Financial Statements for the 2008 financial year.) In particular, unexpected costs and losses can arise due to human error, flaws in management processes, natural disasters and other catastrophes, technological (including information technology systems) failure and external events. Banks and their activities are increasingly dependent on highly sophisticated information technology (“IT”) systems. IT systems are vulnerable to a number of problems, such as computer virus infection, malicious hacking, physical damage to vital IT centres and software or hardware malfunctions. Additionally, further operational risks may stem from inadequate or failed internal processes, people and systems or from external events. Failure to manage such risks may affect RZB’s ability to fulfil its obligations under the Support Agreement and may have a material adverse effect on RZB's profits and financial position. 2.2.5

Regulatory Risks

General regulatory risks As a result of increasing globalisation and market transparency, the European banking sector has in recent years experienced increased competition and increased central regulation, such as the equity capital provisions of Basel II, to which RZB is subject. There is a risk that the changes to the parameters for the calculation of equity capital according to the Basel II provisions may lead to an increase in defaults as well as to a deterioration of RZB's credit ratings. Such an event may reduce profit margins, increase capital costs and increase administrative costs and could in turn adversely affect RZB’s profits and financial position. (See also pages 58 to 59 of the RZB Group’s Annual Report for the financial year 2008.). Dependence upon having adequate risk-bearing capacity and upon risk control and successful risk management RZB has an extensive group-wide risk monitoring and risk management system (see section 4.4 below) to ensure the conscientious handling and professional management of credit and country risks, market and liquidity risks, equity risks and operational risks so as to safeguard its ability to achieve sustained success and selective growth. Although RZB intends to continue to develop that system, such systems may not be effective or suitable in certain unforeseeable circumstances or with regard to certain risks. (See also item 44 of the Explanatory Notes to the RZB Group’s Consolidated Financial Statements for the 2008 financial year.) Further, the current disruption to the global credit markets has led to significant market volatility, which may be undetectable by RZB’s risk management system, which is based on a statistical-historical model. Therefore, there may be unknown or undetectable risks which may not be adequately covered by RZB’s risk control and risk management systems, which, if they were to occur could adversely affect RZB’s profits and financial position. Dependence upon having sufficient own funds and making adequate provisions for risks Although the RZB Group had a Tier 1 ratio, which is measured in relation to credit risk, of 8.4 per cent. as at 31 December 2008 and 10.2 per cent. as at 31 March 2009 (adjusted), and a regulatory own funds ratio of 10.2 per cent. pursuant to the Austrian Banking Act ("Bankwesengesetz") (“BWG”) as at 31 December 2008 and 11.8 per cent. as at 31 March 2009 (adjusted), this may not be sufficient in the event of certain unforeseeable circumstances. A deterioration in the RZB Group’s core capital ratio or its regulatory own funds ratio may lead to the need for further relevant capital and, in the absence of such additional capital, may constrain the ability of RZB to carry on certain businesses or the volume of such business and, accordingly, its profitability. (See also pages 73 to 74 of the RZB Group’s Annual Report for the financial year 2008.) Further, the business prospects of many of the RZB Group’s customers are influenced by the general economic conditions. The deterioration of the economic environment may lead to an increased level of risk management in order to account for credit defaults, which may require significant amounts of management's time and may require significant expenditure in order to implement. This could adversely affect RZB’s profits and financial position.

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For the purposes of the previous paragraph, “adjusted” means, in the context of the Tier 1 and regulatory own funds ratios, those respective ratios calculated as at 31 March 2009 but adjusted to take into account already the second tranche of Participation Capital 2008/2009 (as defined in section 4.4.6 below), which was subscribed for by the Republic of Austria on 27 March 2009 and issued by RZB on 6 April 2009 (value date).

2.2.6

Risks relating to the business activities of the RZB Group in Central and Eastern Europe

As is the case with all international enterprises in the finance sector, RZB's commercial success and, consequently, its ability to duly meet its obligations under the Support Agreement, depends to a great extent on the general economic environment and on trends and events that specifically affect its sector. RZB is, therefore, highly dependent upon: (i) the economic environment in which RZB and the RZB Group primarily operate; (ii) industry-specific conditions, in particular developments on the financial markets; and in particular (iii) the general economic and political situation in the CEE region (as defined below). RZB's indirect subsidiary, Raiffeisen International Bank-Holding AG, currently operates banking subsidiaries and leasing companies in the markets listed below. RZB is naturally influenced by the political, economic and currency-related parameters that prevail in these markets (unemployment, inflation, economic growth, etc.) and subject to the ensuing risks. Through Raiffeisen International Bank-Holding AG, the RZB Group currently has operating companies in, amongst others, the following markets and regions: (i) Central Europe (CE): the Czech Republic, Hungary, Poland, Slovakia, Slovenia; (ii) South-eastern Europe (SEE): Albania, Bosnia and Herzegovina, Bulgaria, Croatia, Kosovo, Romania, Serbia and Montenegro; and (iii) The Commonwealth of Independent States (CIS), which comprises five former Soviet republics: Belarus, Kazakhstan, Moldova, Russia and Ukraine. These markets and territories are collectively referred to as the "CEE" or "CEE region". Risks of instability in the CEE region Like all countries and regions which have undergone or are still undergoing substantial changes, the CEE countries, in comparison to the "old" EU member states, are subject – to a greater or lesser extent, depending on their level of development – to increased political, economic and social change as well as risks related to these changes, for example, exchange-rate fluctuations, regulatory upheavals, inflation, economic recession, local market disruptions, tensions in the labour market combined with changes in social values, ethnic tensions, declining birth rates, increased life expectancy, etc. The occurrence of one or more of these events may affect the ability of RZB’s clients or counterparties located in the affected area to obtain foreign exchange services or credit and, therefore, to satisfy their obligations to RZB. These risks could have an adverse effect on the RZB’s operations. In particular those countries in the region which are not members of the EU have not yet attained the level of stability that can be found in EU member states, and the likelihood of material changes in the fields of, for example, law, taxation, foreign exchange control, real estate, insurance, privatisation, healthcare, public revenue and spending policies is significantly increased in those countries. The possibility of future political or market instability in such countries cannot be excluded and could, therefore, also adversely affect RZB’s profit and financial position. Risks in connection with lower growth rates in the CEE region Growth rates may fall noticeably in comparison with preceding years as a result of increasing market saturation and greater levels of competition. In the above mentioned CEE countries the RZB Group has a considerable number of outstanding foreign currency loans, which it has granted to its customers. During recent months the market situation in Russia and Ukraine has become more difficult. In connection with its activities in the CEE region RZB is exposed to the risks outlined above and these may have a material adverse effect on RZB's financial position.

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Risks in connection with increased regulation and public sector influence in the CEE region The current international financial crisis is likely to have a material adverse effect on the CEE region. Recent developments in the global markets have led to an increase in governmental and regulatory supervision of the financial sector and in the operations of financial institutions in the CEE region. National and international measures presently being initiated to alleviate the crisis may not be sufficient to strengthen the economies of countries in the CEE region and the implementation of additional restrictive measures may have a material adverse effect on the financial position of RZB, to the extent that the RZB Group's profits and financial position depends upon the political and social developments within the CEE region. Risks in connection with acquisitions in the CEE region In recent years, the RZB Group has carried out substantial acquisitions and investments in the CEE region. These acquisitions present the entities involved with major challenges in terms of management and financing, and in particular with regard to: (i) integrating the acquired entity in terms of personnel, infrastructure, management information system, general reporting, risk monitoring and control; and (ii) coping with regulatory, legal and contractual requirements and obstacles arising in the context of the acquisition. In the unlikely event that the integration of some or all of these acquired entities into the RZB Group fails then there may be a material adverse effect on the asset and earnings position and the creditworthiness of RZB. Future acquisitions in the CEE region may be exacerbated by competition laws or similar applicable laws As part of its strategy, the RZB Group may decide to make additional acquisitions to complement its growth in the CEE region. Any acquired business may contain unknown actual or potential liabilities and the ability of the RZB Group to grow successfully through selected acquisitions will depend on, among other things, the RZB Group’s ability to identify suitable acquisition or investment opportunities and successfully close those transactions as well as to detect unknown risks or potential liabilities. The RZB Group may not be able to achieve anticipated synergies or other expected benefits and such failure could adversely affect its profits and financial position. Risks in connection with the legal systems in the CEE region, which are still in the process of developing Some subsidiaries of the RZB Group based in the CEE region are, subject to a variety of regulatory provisions, in particular, tax provisions, which have only been recently implemented. Due to the lack of relevant precedents and administrative know-how, subsidiaries of the RZB Group may be exposed to the risk of unpredictable laws and regulations. The absence of legal certainty and/or the impossibility of ensuring adequate legal protection may adversely affect RZB’s profits and financial position. Risks of reduced credit growth in the CEE region The shortage and the increase in price of external funding due to the financial crisis may lead to a decrease in credit growth in the CEE region, especially since the evaluation of the existing country and currency risks depend on the future economic development of CEE countries. Further, the political and economic instability in Southeast-Europe as well as Belarus, Russia, Hungary and the Ukraine is another cause for concern. Therefore, no assurance can be given that the financial and profit position of the RZB Group will not be adversely affected by the political, economic and social developments in the CEE region. Risks of increased costs for refinancing due to a decrease of deposits within the CEE region Subsidiary banks within the CEE region of the RZB Group do not fully refinance themselves through deposits. In particular within certain CEE regions, such as Russia and the Ukraine, where markets have grown significantly, intra-group refinancings have been established to provide sufficient means of refinancing. Should those economies further deteriorate, there is a risk that deposits may reduce substantially and refinancing indebtedness of those subsidiary banks through the money or capital markets may not be available. RZB as "lender of last resort" may therefore, although not legally bound to do so, be required to provide additional intra-group financing to compensate for reduced deposits or the reduced availability of external funding. The occurrence of any such events could adversely affect the RZB Group's financial and profit position.

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Risks associated with write-offs of subsidiaries of RZB in the CEE region A continued economic downturn within the CEE region and its adverse implications may lead to the write-off of subsidiaries within the CEE region, which in turn could adversely affect RZB’s financial and profit position. Risks in relation to intense competition within the CEE region With the increasing maturity of the CEE markets RZB expects that a more intensified competition of global and local financial institutions will ensue. The competitiveness of RZB and the RZB Group will depend on RZB’s ability to adapt to market developments and trends. Failure to do so may lead to a material adverse effect on RZB's profits and financial position.

2.3

THE CAPITAL NOTES

Investing in the Capital Notes involves certain risks. In particular, an investment in the Capital Notes may entail significant risks not associated with similar investments in a conventional debt security. Risks relating to the ability of the Issuer and RZB to fulfil their respective obligations under the Capital Notes and the Support Agreement are set out below. Prospective investors should reach their own views before making an investment decision. The principal risks relating to the Capital Notes are highlighted below. 2.3.1

Risks Relating to the Market Generally

Exchange rate risks and exchange controls The Issuer will pay principal and interest on the Capital Notes in Euro. This presents certain risks relating to currency conversion if an investor's financial activities are denominated principally in a currency or currency unit (the “Investor's Currency”) other than Euros. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Euro or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Euro would decrease (1) the Investor's Currency-equivalent yield on the Capital Notes, (2) the Investor's Currency equivalent value of the principal payable on the Capital Notes and (3) the Investor's Currency equivalent market value of the Capital Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks Prior to the Reset Date the Capital Notes provide for a fixed interest rate. Prior to the Reset Date the Capital Notes are therefore subject to an interest rate risk in the form of a loss in the market value of the Capital Notes in the event that the market value level of interest rates increases. After the Reset Date the Capital Notes bear a floating interest rate with the result that a reduction in interest rates on national and/or international financial markets may reduce the total Interest Payments payable with respect to the Capital Notes. Additionally, there is a risk that it will not be possible to predict the exact yield of the Capital Notes because they bear a floating interest rate, the exact yield may not be possible to determine and in this respect investing in the Capital Notes may not be comparable to investing in other securities. 2.3.2

Risks relating to the Capital Notes and the Support Agreement

Credit spread risks The Capital Notes carry a significant risk premium compared to senior debt because they are deeply subordinated and only rank ahead of the ordinary share capital of the Issuer. The degree of such risk premium and, accordingly, the market price at which a holder may be able to sell any Capital Notes, can fluctuate significantly over time. If the credit-spread of the Issuer or RZB increases this could lead to a loss of market value of the Capital Notes during their term. If the credit-spread decreases it could lead to an appreciation of the value of the Capital Notes.

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There is no active trading market for the Capital Notes The Capital Notes issued under this Prospectus will be new securities which may not be widely distributed and for which there is currently no active trading market. If the Capital Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer and / or RZB. Although application has been made to the Luxembourg Stock Exchange for the Capital Notes to be listed on the official list of the Luxembourg Stock Exchange and admission to trading has been sought on the regulated market of the Luxembourg Stock Exchange, there is no assurance that such application will be accepted or that an active trading market will develop. There is no assurance as to the development or liquidity of any trading market for the Capital Notes and accordingly holders of Capital Notes may be unable to sell Capital Notes at their market price, any other price, or at all. Redemption at the option of the Issuer The Capital Notes are not redeemable at the option of a Noteholder but may be redeemed at the option of the Issuer in whole but not in part, subject to conditions as set out in section 7 (Terms and Conditions of the Capital Notes) of this Prospectus. In the event that: (1) the Issuer would be obliged to increase the amounts payable in respect of the Capital Notes due to any withholding or deduction for or on account of, any present or future taxes, or duties of whatever nature imposed or levied by or on behalf of Jersey or Austria or any country from or out of which the Issuer makes payment, or any political subdivision thereof or any authority therein or thereof having power to tax; or (2) the FMA determines and announces that, or as a result of a change in law or regulation or interpretation thereof, the Capital Notes no longer qualify as Core Capital (Kernkapital) of RZB for Austrian banking capital adequacy purposes on a consolidated basis; or (3) as a result of a change in law or regulation or the interpretation thereof payments made by RZB or any member of the RZB Group on any of the Investments are not fully deductible for tax purposes, the Issuer may redeem all but not part of the outstanding Capital Notes in accordance with the Terms and Conditions of the Capital Notes. In each case, redemption will only be allowed to occur at the Redemption Price or, in the case of (2) and (3) above prior to the Reset Date, at the higher of the Redemption Price or the Make-Whole Amount. If, due to regulatory constraints or otherwise, the Issuer is unable to pay the Redemption Price, no early redemption of the Capital Notes may take place. In addition, the Issuer may elect to redeem the Capital Notes at any time after the Reset Date. During any period when the Issuer may elect to redeem the Capital Notes, the market value generally will not rise substantially above the price at which they can be redeemed. Legal investment considerations may restrict certain investments The investment activities of certain investors are subject to investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Capital Notes constitute legal investments for it, (2) Capital Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to the purchase or pledge of any Capital Notes. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Capital Notes under any applicable risk-based capital or similar rules. Subordination The Capital Notes are a subordinated obligation of the Issuer and the Support Agreement is a subordinated obligation of RZB. Should the Issuer be liquidated or declared insolvent and a winding up be initiated, it will be required to pay any holders of senior debt and meet its obligations to all its other creditors (including unsecured creditors and holders of subordinated debt other than subordinated debt which ranks, or is expressed to rank, pari passu with the Capital Notes) in full before it can make any payments on the Capital Notes or the Coupons. If this occurs, the Issuer may not have sufficient assets remaining after these payments to pay amounts due under the Capital Notes or the Coupons. Under the Support Agreement, RZB is also obliged, in case it should be liquidated or declared insolvent and a winding up is initiated, to pay any holders of senior debt and to meet its obligations to all its other

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creditors (including unsecured creditors and holders of subordinated debt other than subordinated debt which ranks, or is expressed to rank, pari passu with the Support Agreement) in full before it can make any payments pursuant to the Support Agreement. If this occurs, the Terms and Conditions of the Capital Notes provide for a voluntary dissolution or winding up of the Issuer and a liquidation payment; such liquidation payments may not be sufficient to pay outstanding amounts due under the Capital Notes or the Coupons in full. Perpetual nature of the Capital Notes The Capital Notes are perpetual and may not be redeemed at the option of the holders. Whilst the Issuer has the option to redeem the Capital Notes in the circumstances described in the Terms and Conditions of the Capital Notes, it is under no obligation to do so and accordingly there can be no assurance as to when, if ever, the Capital Notes may be redeemed. Accordingly, potential investors may only be able to realise an investment in the Capital Notes by selling such Capital Notes in the market at the then current market price. Interest is non-cumulative and dependent upon sufficient Distributable Funds Potential investors should be aware that they may receive no or a limited amount of interest. The Capital Notes are securities that do not entail a fixed right to interest. Instead, interest payments are dependent upon there being sufficient Distributable Funds of the Issuer and Distributable Profits of RZB. In addition, the Issuer may, and will if so instructed by RZB, elect not to make Interest Payments on the Capital Notes with a view to ensuring the continuity of RZB’s activities without weakening its financial structure. Subject to certain limitations set out in the Terms and Conditions, the Issuer is required to make interest payments on the Capital Notes if RZB or any of its SPVs pays dividends or makes any payment on Interest Parity Securities or Junior Securities (or if RZB or any of its SPVs redeems or repurchases any Parity Securities or Junior Securities). It should be noted that Interest Parity Securities are defined in the Terms and Conditions of the Capital Notes to include only those securities issued by RZB or any of its SPVs which contain an Optional Non-Payment Right (or equivalent). The securities issued by RZB Finance (Jersey) III Limited in 2004 and by RZB Finance (Jersey) II Limited in 2003 (and each of which benefit from support agreements of RZB) do not contain such an Optional Non-Payment Right (or equivalent) and accordingly payment of interest or dividends on such securities will not of itself require the Issuer to pay interest on the Capital Notes. Whether or not holders of the Capital Notes receive interest payments will depend upon whether there are sufficient Distributable Funds of the Issuer and Distributable Profits of RZB to enable interest payments to be made on the Capital Notes and Parity Securities in whole or in part and on the Issuer not exercising its Optional Non-Payment Right. No guarantee or security under the Support Agreement/limited recourse The Issuer, the Noteholders and the Couponholders will have the benefit of the Support Agreement, the terms of which are more particularly set out in section 10 of this Prospectus. The obligations under the Support Agreement take effect for the benefit of the Noteholders and the Couponholders and each Noteholder and Couponholder shall be entitled severally to enforce the obligations against RZB or the Issuer. Principal and interest on the Capital Notes will be payable solely from distributions and redemption payments received by the Issuer deriving from the Investments (as defined in the Terms and Conditions of the Capital Notes) or amounts paid to the Issuer by RZB under the Support Agreement. Prospective investors should be aware however that the Support Agreement is not a guarantee, surety or indemnity within the meaning of section 24(2) No. 5 (f) BWG by RZB and that there is a risk that the Issuer may receive no or insufficient distributions from which to pay the interest on the Capital Notes. RZB will only make available to the Issuer funds sufficient to enable it to meet its obligations under or in respect of the Capital Notes as and when such obligations fall due. In addition, RZB’s obligations under the Support Agreement are unsecured obligations of RZB and at all times will rank (a) junior to all liabilities of RZB (other than any liability expressed to rank pari passu with or junior to the Support Agreement), (b) pari passu with all payment obligations of RZB in respect of Asset Parity Securities, (c) pari passu with RZB’s obligations entered into by RZB in connection with the 2003 Preferred Securities and the 2004 Capital Notes and the 2006 Capital Notes and (d) senior to Bank Share Capital.

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Change of law The Terms and Conditions of the Capital Notes are based on English law and Austrian law in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to English law or Austrian law or administrative practice after the date of this Prospectus. Taxation Potential investors in Capital Notes should consult their own tax advisers as to which countries' tax laws could be relevant when acquiring, holding and disposing of the Capital Notes and receiving payments of interest, principal and/or other amounts or delivery of securities under the Capital Notes and the consequences of such actions under the tax laws of those countries. EU Savings Directive Under EC Council Directive 2003/48/EC on the taxation of savings income (the "Directive"), member states of the European Union ("Member States") are required, from 1 July 2005, to provide to the tax authorities of another Member State details of payments of interest (or other similar income) paid by a person within its jurisdiction to, or collected by such a person for, an individual resident in that other Member State or to certain limited types of entities established in that other Member State. However, for a transitional period, Austria, Belgium and Luxembourg are instead required (unless during that period they elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional period being dependent upon the conclusion of certain other agreements relating to information exchange with certain other countries). A number of non-EU countries and territories including Switzerland have agreed to adopt similar measures (a withholding system in the case of Switzerland) with effect from the same date. On 15 September 2008 the European Commission issued a report to the Council of the European Union on the operation of the Directive, which included the Commission's advice on the need for changes to the Directive. On 13 November 2008 the European Commission published a more detailed proposal for amendments to the Directive, which included a number of suggested changes. If any of those proposed changes are made in relation to the Directive, they may amend or broaden the scope of the requirements described above. The Directive has been implemented into Austrian domestic law by Federal Law Gazette 2004 I/33. If a payment were to be made or collected through a Member State which has opted for a withholding system and an amount of, or in respect of, tax were to be withheld from that payment, neither the Issuer nor any Paying Agent or any other person would be obliged to pay additional amounts with respect to any Note as a result of the imposition of such withholding tax. The Issuer is required to maintain a Paying Agent in a Member State that is obliged to withhold or deduct tax pursuant to the Directive. Integral multiples of less than EUR 50,000 Although the Capital Notes are required to have a minimum denomination of EUR 50,000, it is possible that Capital Notes may be traded in the clearing systems in amounts in excess of EUR 50,000 that are not integral multiples of EUR 50,000. In such a case, should definitive Capital Notes be required to be issued, they will be issued in principal amounts of EUR 50,000 and higher integral amounts of EUR 1,000 up to a maximum of EUR 99,000 but in no circumstances be issued to Noteholders who hold Capital Notes in the relevant clearing system in amounts that are less than EUR 50,000. If definitive Capital Notes are issued, holders should be aware that definitive Capital Notes which have a denomination that is not an integral multiple of EUR 50,000 may be illiquid and difficult to trade. Because the Global Notes are held by or on behalf of Euroclear and Clearstream, Luxembourg, investors will have to rely on their procedures for transfer, payment and communication with the Issuer. Capital Notes issued under this Prospectus will be represented by one or more Global Notes. Such Global Notes will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg. Except in the circumstances described in the relevant Global Note, investors will not be entitled to receive definitive Capital Notes. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the Global Notes. While the Capital Notes are represented by one or more Global

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Notes which are deposited with a common depositary for Euroclear and Clearstream, Luxembourg, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg. While the Capital Notes are represented by one or more Global Notes, the Issuer will discharge its payment obligations under the Capital Notes by making payments to the common depositary for Euroclear and Clearstream, Luxembourg for distribution to their account holders. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear and Clearstream, Luxembourg to receive payments under the relevant Capital Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes. Holders of beneficial interests in the Global Notes will not have a direct right to vote in respect of the relevant Capital Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by Euroclear and Clearstream, Luxembourg to appoint appropriate proxies. Ratings of RZB If there is an adverse change in any of the rating levels attributed to RZB by external rating agencies then it is likely that any rating of the Capital Notes may be downgraded which may have an adverse effect on the trading price of the Capital Notes. Default risk of RZB A deterioration in the financial condition of RZB may result in the non-performance, in whole or in part of RZB's obligations under the Support Agreement. This may have a material adverse effect on the Issuer. In particular, the current crisis in the global credit markets and its unforeseeable global effects may have a material adverse effect on RZB resulting in the non-performance, in whole or in part, of RZB's obligations under the Support Agreement. If this occurs, the Issuer may not have sufficient funds to make payments then due under the Capital Notes. External factors The trading price of the Capital Notes may be subject to fluctuations as a result of the effect of external market and other factors not directly related to RZB, the RZB Group or the Issuer.

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3.

3.1

RZB FINANCE (JERSEY) IV LIMITED (THE ISSUER)

PERSONS RESPONSIBLE

The Issuer confirms that, to the best of its knowledge after having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus with regard to the Issuer and the Capital Notes is in accordance with the facts and contains no omission likely to affect its import. The Issuer accepts responsibility accordingly.

3.2

STATUTORY AUDITORS

Following incorporation of the Issuer on 31 March 2006, KPMG Channel Islands Limited, a firm of Chartered Accountants of P.O. Box 453, 5 St. Andrews Place, Charing Cross, St Helier, Jersey JE4 8WQ has been appointed as auditors to the Issuer. The Issuer’s first financial year commenced on the date of incorporation of the Issuer and ended on 31 December 2006.

3.3

RISK FACTORS

Prospective investors are requested to refer to the “Risk Factors” for further information as set out in section 2 of this Prospectus.

3.4

INFORMATION ABOUT THE ISSUER

3.4.1

History and development

The Issuer was incorporated in Jersey on 31 March 2006 under the laws of Jersey for the purpose of issuing hybrid capital of RZB. The Issuer has unlimited corporate capacity under Jersey law. The issue of the Capital Notes requires the consent of the Jersey Financial Services Commission under the Control of Borrowing (Jersey) Order 1958. Such consent will be obtained on or before the Closing Date. This consent is subject to conditions which must be complied with on an ongoing basis. The Jersey Financial Services Commission is protected by the Borrowing (Control) (Jersey) Law 1947, as amended, against liability arising from the discharge of its functions under that law. 3.4.2

Legal and commercial name

The Issuer's legal name is RZB Finance (Jersey) IV Limited. The Issuer does not have a commercial or trading name under which it operates. 3.4.3

Place of registration

The Issuer is registered in Jersey with registered number 93013. 3.4.4

Date of incorporation

The Issuer was incorporated on 31 March 2006 for an indefinite period. The Issuer's original articles of incorporation dated 31 March 2006 have not been amended. 3.4.5

Domicile and legal form

The Issuer is a company with limited liability formed under the laws of Jersey. Its place of domicile is Jersey (Channel Islands). The registered office and principal place of business of the Issuer is 22 Grenville Street, St Helier, Jersey JE4 8PX (telephone number +44(0) 1534 609000). The Issuer has no place of business in Austria.

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3.4.6

Share capital

The existing issued ordinary shares of the Issuer are not listed on the Luxembourg Stock Exchange or on any other stock exchange and are not dealt on any other recognised market. The Issuer was established with an authorised share capital of EUR 2,000 consisting of 2,000 shares of par value EUR 1.00 each. All 2,000 shares were issued fully paid up following the incorporation of the Issuer. There has been no subsequent change in the share capital of the Issuer. The holders of the ordinary shares in the Issuer have no rights of pre-emption or preferential subscription rights in respect of the Capital Notes. No capital of the Issuer is under option or is agreed conditionally or unconditionally to be put under option. 3.4.7

Material recent events

There are no recent events particular to the Issuer which are relevant to a material extent to the evaluation of the Issuer’s solvency. 3.4.8

Dividends

The total amounts of dividends paid by the Issuer for each of the years since its incorporation are as follows:

3.5

Dividends

Year

EUR 25,000 as an interim dividend payment to its shareholder

2008

-

2007

BUSINESS OVERVIEW

The sole intended business activity of the Issuer is the issue of hybrid capital of RZB. It is not engaged in any other commercial activities and it does not have any employees. No transactions have occurred since incorporation of the Issuer other than (i) the allotment of the shares described under “Share Capital”, (ii) the execution of a Corporate Administration Agreement on 12 May 2006 and made between the Issuer, Mourant & Co. Limited and RZB, (iii) the issue of the 2006 Capital Notes and the execution of a support agreement, a subscription agreement and a fiscal agency agreement in respect thereof; and (iv) the execution of the Dealer Manager Agreement dated 18 June 2009 as described in this Prospectus and made between the Issuer, RZB, BNP Paribas and UBS Limited in relation to the Exchange Offer (as defined below). A fiscal agency agreement will be entered into between BNP Paribas Securities Services, Luxembourg Branch, RZB and the Issuer in relation to the Capital Notes, on or around [1] July 2009. The Issuer has invited all holders (subject to the offer restrictions contained in the exchange offer memorandum dated 18 June 2009 (the "Exchange Offer Memorandum")) of the outstanding 2006 Capital Notes to offer to exchange (the "Exchange Offer") any or all of their 2006 Capital Notes for the Capital Notes described in this Prospectus on the terms and subject to the conditions set out in the Exchange Offer Memorandum. The ongoing costs and expenses of the Issuer in respect of the Capital Notes will be met either on its behalf by RZB or Raiffeisen Malta Bank plc or from any difference between the interest costs on the Capital Notes and the interest it receives from the Investments (as defined in the Terms and Conditions of the Capital Notes). Interest payments due on the Capital Notes will be met from interest payments it receives from such Investments and/or in accordance with the terms of the Support Agreement. The ongoing costs and expenses of the Issuer in respect of the 2006 Capital Notes (if any) will be met either on its behalf by RZB or Raiffeisen Malta Bank plc or from any difference between the interest costs on the 2006 Capital Notes and the interest it receives from the Investments (as defined in the Terms and Conditions of the 2006 Capital Notes). Interest payments due on the 2006 Capital Notes will be met from interest payments it receives from the Investments (as defined in the Terms and Conditions of the 2006 Capital Notes) and/or in accordance with the terms of the support agreement between the Issuer and RZB on 12 May 2006.

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3.6

ORGANISATIONAL STRUCTURE

The Issuer is a 100 per cent. indirectly owned subsidiary of RZB. The Issuer’s sole shareholder is Raiffeisen Malta Bank plc, 71 II-Piazzetta, Tower Road, Sliema, SLM 16, Malta, which is in turn 100 per cent. directly and indirectly owned by RZB. Prospective investors are requested to refer to section 4.6 (Organisational Structure) of this Prospectus for further information.

3.7

TREND INFORMATION

The Issuer is not aware of any material trends, uncertainties, demands, commitments or events that are likely to have a material effect on the Issuer’s prospects for at least the current financial year.

3.8

PROFIT FORECASTS OR ESTIMATES

The Issuer has not included any profit forecast or estimates in this Prospectus.

3.9

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

The persons comprising the board of directors of the Issuer and their principal activities outside the Issuer are as follows: Name

Function

Business Address

Principal Activity outside the Issuer Sector Managers

Gareth Essex-Cater

Director

22 Grenville Street St. Helier Jersey JE4 8PX Channel Islands

Daniel Le Blancq

Director

22 Grenville Street St. Helier Jersey JE4 8PX Channel Islands

Head of Jersey Accounting Services

Helen Grant

Director

22 Grenville Street St. Helier Jersey JE4 8PX Channel Islands

Director

Dean Godwin

Director

22 Grenville Street St. Helier Jersey JE4 8PX Channel Islands

Head of Jersey Corporate Services

The board of directors constitutes the management body of the Issuer. There is no supervisory or administrative body. The Directors do not, and it is not proposed that they will, have service contracts with the Issuer. No Director has entered into any transaction on behalf of the Issuer which is or was unusual in its nature or conditions or is or was significant to the business of the Issuer since its incorporation. Save as set out below, no Director or any connected person has any present or potential conflict of interests between his or her duties to the Issuer and his or her personal interest or other duties. G. Essex-Cater, D. Le Blancq, D. Godwin and H. Grant are employees of a subsidiary of Mourant Limited and G.Essex-Cater is also a shareholder of Mourant Limited. Mourant Limited is the ultimate owner of Mourant & Co. Limited, to which fees are payable at commercial rates for providing ongoing corporate administration services to the Issuer, including the provision of a company secretary through its subsidiary company, Mourant & Co. Secretaries Limited. At the date of this document there were no loans granted or guarantees provided by the Issuer to any Director of the Issuer.

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As at the date of this document, the Directors have not received any remuneration for the provision of their services to the Issuer and it is not intended that they receive any, as the directorships of the Directors are provided as part of the services of Mourant & Co. Limited under the Corporate Administration Agreement. The remuneration of the Directors may from time to time be determined by the Issuer in general meeting.

3.10

MAJOR SHAREHOLDERS

The Issuer is a direct wholly-owned subsidiary of Raiffeisen Malta Bank plc, 71 II-Piazzetta, Tower Road, Sliema, SLM 16, Malta, which holds all of the 2,000 shares of EUR 1.00 each in the capital of the Issuer. Both the Issuer and its parent company are part of the RZB Group, further information on which is set out in detail in section 4 of this Prospectus. The Issuer is not aware of any arrangements the operation of which may at a subsequent date result in a change of control of the Issuer.

3.11

AUDIT

KPMG Channel Islands Limited of P.O. Box 453, 5 St. Andrews Place, Charing Cross, St Helier, Jersey JE4 8WQ has been appointed as auditors to the Issuer following its incorporation on 31 March 2006. The financial information contained in this Prospectus has not been audited unless otherwise expressly stated.

3.12

LEGAL AND ARBITRATION PROCEEDINGS

The Issuer is not and has not been involved in any administrative, legal or arbitration proceedings in the 12 months preceeding the date of this Prospectus which may have or have had a significant effect on the financial position of the Issuer, nor is it aware that any such proceedings are pending or threatened.

3.13

SIGNIFICANT CHANGES

Since 31 December 2008, there has been no significant change in the trading or financial position of the Issuer. Prospective investors are requested to refer to the Financial Information of RZB for further information as set out in section 4.11 of this Prospectus.

3.14

MATERIAL CONTRACTS

Full particulars of a support agreement to be entered into on or around [1] July 2009 and to be made between the Issuer and RZB in respect of the Issuer’s obligations under the Capital Notes are set out in section 9 of this Prospectus. In addition, the Issuer expects to subscribe to Supplementary Capital on or around [1] July 2009 issued by RZB to the Issuer with a principal amount equal to the initial aggregate principal amount of the Capital Notes, which Supplementary Capital will constitute the Investments (as defined in the Terms and Conditions of the Capital Notes) and will be issued in consideration for the cancellation of the existing Supplementary Capital issued by RZB and subscribed by the Issuer with the proceeds from its issue of the 2006 Capital Notes. Save as aforesaid, neither the Issuer nor RZB is party to any contract which could result in any group member being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligations to holders of Capital Notes.

3.15

THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS, DECLARATIONS OF ANY INTEREST

This Prospectus does not include any statement or report attributed to a person as an expert. Where information has been sourced from a third party, the Issuer confirms that to the best of its knowledge such information has been accurately reproduced and that so far as the Issuer is aware and able to ascertain from information published by such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The sources of such information are stated where such information appears in this Prospectus.

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The first annual accounts of the Issuer were prepared in respect of the period commencing on incorporation and ending on 31 December 2006.

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4.

4.1

RAIFFEISEN ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT (RZB) PERSONS RESPONSIBLE

RZB confirms that, to the best of its knowledge and having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus with regard to the Issuer, RZB and the RZB Group (as defined in the Terms and Conditions of the Capital Notes) and the Capital Notes is in accordance with the facts and contains no omission likely to affect its import. RZB accepts responsibility accordingly. The registered office of RZB is Am Stadtpark 9, A-1030 Vienna, Republic of Austria.

4.2

STATUTORY AUDITORS

The non-consolidated annual financial statements of RZB as well as the consolidated annual financial statements and the management's reports of the RZB Group, as at and for the financial year ended 31 December 2008 and 31 December 2007 were audited in accordance with national legal requirements by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Porzellangasse 51, A1090 Vienna, represented by Mag. Wilhelm Kovsca and Mag. Rainer Hassler, Austrian Chartered Accountants, for the annual financial statements 2008. Unqualified auditors' opinions, which do not contain any qualifications or disclaimers, were issued for the non-consolidated annual financial statements of RZB as well as the consolidated annual financial statements of the RZB Group for the financial years ended 31 December 2008 and 31 December 2007. The term “unqualified auditors’ opinion” is used in this Prospectus as being a fair translation of the actual document name (Uneingeschränkter Bestätigungsvermerk). KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft is a member of the Kammer der Wirtschaftstreuhänder (chamber of professional accountants and tax advisors) in Austria. No auditor has resigned, been removed or not been re-appointed during the period covered by the historical financial information.

4.3

RISK FACTORS

Prospective investors are requested to refer to the “Risk Factors” for further information as set out in section 2 (Risk Factors) of this Prospectus.

4.4

INFORMATION ABOUT RZB

4.4.1

History and development

RZB was founded on 16 August 1927 under the name “Girozentrale der österreichischen Genossenschaften”. Since then it has been renamed several times. On 2 October 1989, RZB’s name was changed from “Genossenschaftliche Zentralbank Aktiengesellschaft” to its present name of “Raiffeisen Zentralbank Österreich Aktiengesellschaft”. In 1986, the first banking subsidiary was founded in Central Eastern Europe, namely in Hungary. As of today, the RZB Group is represendted in 17 markets in Central and Eastern Europe and services 14.7 million customers (Source: published RZB Group Annual Report 2008, pages 33-34).

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The following table sets out the development of RZB's balance sheet total for the financial years shown (in EUR bn, rounded): 100 92.0 80 78.8 68.2

60 57.5 40 37.0

39.9

20

0 2003

2004

2005

2006

2007

2008

(Data as on 31 December of the respective year applying the Commercial Code/Undertaking Code) (Sources: Internal data as audited by the respective statutory auditors of the annual financial statements of RZB as at and for the financial years shown.)

RZB is one of the leading corporate and investment banks in Austria. It focuses on the country’s “Top 1,000” companies. In addition to its role as central institution of the Austrian Raiffeisen Bankengruppe (please see “The Raiffeisen Bankengruppe (RBG) below”), RZB is the core entity within the RZB Group. The RZB Group The RZB Group is headed by Vienna-based RZB which sees the Central and Eastern European region’s markets as its home market. In addition, the RZB Group has a presence in a number of international financial centres and in Asia's emerging markets. The following table sets out the development of the RZB Group’s balance sheet total for the financial years shown (in EURbn, rounded): 160

156.9 137.4

120

115.6 80

93.9 67.9

40

56.1

0 2003

2004

2005

2006

2007

2008

(Sources: Internal data as audited by the respective statutory auditors of the annual financial statements of RZB Group as at and for the financial years shown.)

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The Raiffeisen Banking Group (“RBG”) RZB is the central institution of the Austrian Raiffeisen Bankengruppe (“Raiffeisen Banking Group” “RBG”). It acts for RGB in national matters, represents RBG internationally and also performs central services for RBG. RBG is, as regards banking outlets, the leading banking group within Austria (Source: statistical data published by the Austrian National Bank as of 31 May 2009) and has a market share of approximately one quarter of Austria's aggregate banking market (Source: monthly statistical data published by the Austrian National Bank as at 31 December 2008 including own calculations by RZB). RBG does not constitute a group within the meaning of Section 15 of the Stock Corporation Act (Aktiengesetz). RBG has approximately EUR 79 billion in Austrian customer deposits under management (excluding building society savings), approximately EUR 49 billion of which consist of savings deposits (Source: published RZB Group Annual Report 2008, page 46). RBG's principal focuses in the financing segment are personal banking customers, small and mediumsized enterprises, the tourist trade and the agricultural sector. RBG is a three-tiered organization. It is made up of the autonomous, locally active Raiffeisen Banks, the equally independent Raiffeisen-Landeszentralen (Regional Raiffeisen Banks: Raiffeisenlandesbank or Raiffeisenverband) and Raiffeisen Zentralbank. The autonomous Raiffeisen Banks make up an extensive, nationwide network of banking outlets in Austria. There are 541 autonomous Raiffeisen Banks (2007: 548) and 1,695 affiliated branches (2007: 1,702). As a result, RBG accounts for nearly 44 per cent. of all banking outlets in Austria. The Raiffeisen Banks within a province offer customers the services of a so-called universal bank providing a complete line of banking products and services. The Raiffeisen Banks are, at the same time, the owners of the Regional Raiffeisen Bank in their particular province. (Source: published RZB Group Annual Report 2008, pages 46-47). The following diagram shows the RZB Group's structure of the Raiffeisen Banks:

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Source: published RZB Group Annual Report 2008, page 47

The Regional Raiffeisen Banks carry out liquidity adjustments and render other centralised services for the Raiffeisen Banks in their operating region. In addition, they are themselves autonomous, universal banks as well as being equity holders of RZB, collectively holding 87.83 per cent of RZB’s share capital. (Source: published RZB Group Annual Report 2008, page 47).

Structure of RZB's direct and indirect Shareholders as of 30 December 2008

Direct and indirect (in %)*

RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG ........................................... Raiffeisen-Landesbank Steiermark AG .................................................................................. Raiffeisenlandesbank Oberösterreich Aktiengesellschaft ...................................................... Raiffeisen-Landesbank Tirol AG ............................................................................................ Raiffeisen Beteiligung (Salzburg)........................................................................................... Raiffeisenlandesbank Kärnten - Rechenzentrum und Revisionsverband, registrierte Genossenschaft mit beschränkter Haftung ............................................................................ Raiffeisenlandesbank Burgenland und Revisionsverband registrierte Genossenschaft mit beschränkter Haftung............................................................................................................. Raiffeisenlandesbank Vorarlberg Waren- und Revisionsverband registrierte Genossenschaft mit beschränkter Haftung ..................................................................... ZVEZA BANK.........................................................................................................................

31.41 % 14.94 % 14.94 % 5.85 % 5.80 %

Total held by Regional Raiffeisen Banks ** ....................................................................

87.83 %***

UBG-Bankenbeteiligungs Gesellschaft m. b. H. .................................................................... UNIQA Versicherungen AG ................................................................................................... RWA Raiffeisen Ware Austria Aktiengesellschaft .................................................................. HYPO INVESTMENTBANK AG............................................................................................. HSE Beteiligungs GmbH........................................................................................................

5.15 % 2.64 % 2.58 % 1.17 % 0.63 %

Total held others than Regional Raiffeisen Banks .................................................................

12.17 %

Total .......................................................................................................................................

100 %

* ** ***

5.63 % 4.63 % 4.59 % 0.04 %

Ordinary and preference shares held directly or indirectly R-Landesbanken-Beteiligung GmbH holds 81.19% of RZB's share capital rounding differences

Raiffeisen-Kundengarantiegemeinschaft Österreich (“RKÖ”) RBG took a pioneering step in guaranteeing deposits of customers at its member banks in Austria when it set up RKÖ. RKÖ was founded in 2000 and guarantees up to 100 per cent. of the deposits of customers at its member banks, supplementing Austria's statutory deposit guarantee requirements. The business reserves of all the member banks are drawn upon within the scope of legally binding commitments according to a precisely defined pattern of apportionments and burdens. Consequently, even if a member were forced to file for bankruptcy – which has never happened – customer deposits at that bank would, under certain circumstances, retain their value over and above the limitations of statutory deposit guarantees. In the event that a particular regional deposit guarantee association lacks sufficient means to meet all guaranteed customer claims against an insolvent bank, the members of RKÖ guarantee to commit their business reserves to match up to 100 per cent. of all customer deposits at the affected bank as well as up to 100 per cent. of the obligations arising from that bank's issues. Instead of claims in bankruptcy, customers would thus be offered claims of appropriate value against other entities within the RBG. RKÖ is a national amalgamation of regional Raiffeisen deposit guarantee associations. Some 79 per cent. of all Raiffeisen Banks in Austria – including RZB – are members of a customer deposit guarantee association. All members of the RKÖ have contractually undertaken to jointly and timely guarantee all protected claims – in particular deposits and own issues – by any insovlent member. Approximately 93

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per cent. of total customer deposits with RBG are therefore protected by a Raiffeisen customer deposit guarantee association (Source: published RZB Group Annual Report 2008, page 48). For the avoidance of doubt, neither the Capital Notes nor the Support Agreement shall benefit from the RKÖ. Joint risk monitoring Joint risk monitoring within RBG is undertaken by the Sektor-Risiko-Komitee (RBG Risk Committee). At its quarterly meetings, the Risk Committee draws up a risk report company by company and on a consolidated basis for the whole of RBG. The risk report employs a value-at-risk approach. Besides assessing overall risk and comparing that risk with RBG's risk-bearing capacity, the risk report contains detailed reports of credit and country risks, participation risks, market risks and operational risks. In addition to regular monitoring of the development of risks, RBG's joint risk-monitoring activities are supplemented by an accounting-data based and benchmark based early warning system and proactive observation of markets. 4.4.2

Legal and commercial name

RZB's legal name is “Raiffeisen Zentralbank Österreich Aktiengesellschaft”. RZB's commercial names are “RZB” and the “RZB Group”. 4.4.3

Place of registration

RZB is registered in the Firmenbuch (companies register) at Handelsgericht Wien (Vienna commercial court) (Republic of Austria) under the number 58.882 t. 4.4.4

Date of incorporation

The RZB was founded on 16 August 1927 and incorporated on 20 September 1927 for an indefinite period. 4.4.5

Domicile and legal form

RZB is an Aktiengesellschaft (stock corporation) under Austrian law. RZB's place and country of incorporation and domicile is Vienna, Republic of Austria. RZB’s registered office and the principal place of business is: Am Stadtpark 9, A-1030 Vienna, Republic of Austria (Telephone number: +43 1 71 707 0). 4.4.6

Recent material events

Consequences of the financial market crisis: As a result of close international interrelations, RZB and the RZB Group have been and will be unable to escape the consequences of the turbulence in the financial markets, such as the liquidity shortage, the resulting rise in liquidity costs and the capital shortage due to credit defaults. The major effects on the RZB Group of the global financial market crisis, which turned into a systemic crisis in the second half of 2008, include higher refinancing costs as well as valuation losses relating to its credit and securities portfolios. During the financial year ended 31 December 2008, the RZB Group’s consolidated financial statements were adversely affected by the global financial market crisis, as shown by the changes in the following line items: Charges for impairments losses on loans and advances amounted to EUR 236 million and Net trading income recorded a loss of EUR 268 million. The direct impact of the current financial markets crisis was also evident in other line items in the RZB Group's consolidated income statement for the financial year ended 31 December 2008. The most significant impact was the mark-to-market valuation of securities and structured products like asset-backed securities (ABSs) and collateralized debt obligations (CDOs). The effects were recognised in the line item Net income from financial investments. In addition to the valuation loss on structured products in the amount of EUR 313 million during the financial year ended 31 December 2008, profit was impacted by valuation losses on

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securities in the amount of EUR 734 million during that period. The line item Gains (losses) on derivative financial instruments was also affected as a result of valuation losses on credit default swaps (CDSs) in the amount of EUR 109 million during the financial year ended 31 December 2008. In total, the negative impact of impairment and valuation losses caused by the financial market crisis amounted to approximately EUR 1,660 million during the financial year ended 31 December 2008. Furthermore, the current financial crisis has also impacted the development of certain economies where the RZB Group is active. The flow of direct investment amounts into the CEE region has decreased, resulting in growing current account deficits in that region's respective markets, as well as weakening the region’s economic framework and economic prospects. The RZB Group has significant business activities in the CEE region, in particular in Russia and Ukraine but also in Hungary and Romania. Due to the increasingly difficult macro-economic environment in the CEE region, deteriorating market conditions facing the RZB Group’s clients and in view of the fact that the RZB Group is considerably engaged in this region and the aforementioned countries, in particular as regards consumer loans (including locally granted consumer loans in foreign currencies), significant increases in loan- loss-provisions are and will be necessary. The FMA has granted RZB permission to apply the Internal Rating Based Approach (IRB) according to the Basel II Accord. RZB has, since 30 December 2008, applied the IRB to its non-retail business in Austria, the Czech Republic, Hungary, Malta, United States of America and Slovakia. RZB plans to implement the IRB in other markets and for retail business. Capital Increase of RZB Following the resolution of the shareholders’ meeting held on 20 June 2007, the Management Board decided, on 15 September 2008, to increase RZB’s nominal share capital by using a portion of the authorised share capital. The Supervisory Board approved this on 18 September 2008. The subscription of shares was finalised in early November 2008 and as a result 275,110 new shares were subscribed for at an issue price of EUR 600 per share, each with an entitlement to dividend as of 1 January 2009. The total proceeds of this share issue are more than EUR 165 million. RZB’s nominal share capital was increased from EUR 423,721,619.88 to EUR 443,713,863.58, thus the residual amount of authorised share capital available to RZB following the increase in share capital is EUR 62,487,116.25. The capital increase was registered in the Companies Register and became effective on 10 November 2008. Issuance of Participation Capital pursuant to Sec 23 Austrian Banking Act By a resolution of shareholders on 20 June 2007 the Management Board was, inter alia, authorised to issue participation rights (Genussrechte) within the meaning of Sec 174 paragraph 3 of the Austrian Stock Corporation Act (Aktiengesetz) through the issuance of participation capital (Partizipationskapital) pursuant to Sec 23 paragraph 4 of the Austrian Banking Act within five years from passing this resolution up to a total amount of EUR 1 billion excluding pre-emption rights (Bezugsrechte) of existing shareholders. Based on this resolution, which was renewed and revised by a resolution of shareholders on 24 June 2008, RZB increased its tier 1 capital in September 2008 by issuing "Perpetual Non-Cumulative Hybrid Participation Certificates" in the amount of EUR 250,000,000 as a private placement via its 100 per cent. indirectly owned subsidiary RZB Hybrid Participation Capital Funding I S.A., Luxembourg. The Perpetual Non-Cumulative Hybrid Participation Certificates represent hybrid capital on a consolidated basis, the issue proceeds were transferred as “Participation Capital Notes” to RZB. The Participation Capital Notes represent on a solo basis participation capital according to Section 23 paragraph 4 of the Austrian Banking Act. Owing to a change in the tax treatment of participation capital, RZB intends to call and redeem the Perpetual Non-Cumulative Hybrid Participation Certificates and transfer the Participation Capital Notes from RZB Hybrid Participation Capital Funding I S.A. to certain of RZB’s shareholders or their holding companies.

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Shareholder Resolutions of RZB as at 25 November, 2008 By extraordinary resolution of shareholders on 25 November 2008 the Management Board was authorised to issue participation rights (Genussrechte) within the meaning of Sec 174 paragraph 3 of the Austrian Stock Corporation Act (Aktiengesetz) through the issuance of participation capital (Partizipationskapital) pursuant to Sec 23 paragraph 4 of the Austrian Banking Act within five years from passing this resolution up to a total amount of EUR 2 billion excluding pre-emption rights (Bezugsrechte) of existing shareholders. Based on the resolutions of shareholders dated 24 June 2008 (which had been used by the issue of Participation Capital Notes in the amount of EUR 250,000,000 only) and 25 November 2008, the Supervisory Board approved the issue of participation capital up to a total amount of EUR 2,750,000,000 on 17 December 2008. A first tranche in the amount of EUR 750,000,000 was fully subscribed for by some of RZB’s existing shareholders or their holding companies and issued by RZB on 30 December 2008. On 30 January 2009 and 2 April 2009 the Supervisory Board fixed the final aggregate amount of the issue of participation capital to be issued during 2008 and 2009 at EUR 2,500,000,000 (“Participation Capital 2008/2009”) and thus approved the issue of a second tranche in the amount of EUR 1,750,000,000. Such second tranche was subscribed for by the Republic of Austria in connection with the financial markets support measures based on the Act on the Stabilisation of the Financial Market (Finanzmarktstabilitätsgesetz) (FinStaG) on 27 March 2009 and issued by RZB on 6 April 2009 (value date). The agreement between RZB and the Republic of Austria for the subscription of Participation Capital 2008/2009 (“Grundsatzvereinbarung”) contains various conditions, among others the stipulation that a minimum dividend of 8 per cent. per annum on Participation Capital 2008/2009 is only permitted on the condition that at least 30 per cent. of the total issue of Participation Capital 2008/2009 (thus EUR 750,000,000) is subscribed for by private persons (10 per cent. of whom may be existing shareholders of RZB). Evidence of such subscription has to be delivered to the Republic of Austria and subsequently to the European Union, by 30 June 2009. Should RZB fail to deliver such evidence, the minimum dividend on Participation Capital 2008/2009 will need to be raised from 8 per cent. per annum to 9.3 per cent. per annum retrospectively and dividend payments on shares to RZB’s shareholders would be limited to 17.5 per cent. of distributable profits (before allocation to reserves). In order to fulfil the condition described in the previous paragraph, EUR 500,000,000 of the first tranche of Participation Capital 2008/2009 is being offered to the public in Austria in the period from 8 June 2009 to 19 June 2009. RZB's activities in the debt capital markets and liabilities There was an increase in total liabilities of approximately 0.3 per cent., an increase in liabilities evidenced by paper of approximately 9.0 per cent., an increase in liabilities to banks of approximately 6.5 per cent and an increase in subordinated capital of 2.7 per cent on the basis of unaudited financial information of the RZB Group as of 31 March 2009 as compared with amounts shown in the audited consolidated financial statements of the RZB Group as of 31 December 2008. (Source: published RZB Group Interim Report 31 March 2009). Ratings The international rating agencies Standard & Poor's regularly review the ability of RZB to comply with its obligations to its creditors by assigning certain ratings. While Standard & Poor's confirmed RZB's rating in March 2009, Moody's downgraded certain ratings of RZB as a result of the implications of the financial crisis. RZB currently has the following ratings:

Agency S&P Moody's

Rating Short Term Long Term Subordinated Short Term Long-Term

A-1 A AP-1 A1

Outlook

Stable Stable

Senior Subordinated-Dom Curr Other Short Term-Dom Curr Bank Financial Strength Rating (BFSR)

A2 P-1 D+

Negative Outlook

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Negative outlook

4.4.7

Risk Management and Structure

For a description of the Risk Management and Structure of the RZB Group, please see the Risk Report contained in item 44 of the Explanatory Notes to RZB’s Consolidated Financial Statements for 2008. 4.4.8

Statutory purpose

RZB's statutory purpose is set out in its articles of association, which are on display (see section 5 below). 4.4.9

Notices to shareholders

Notices to shareholders are published in accordance with the articles of association of RZB.

4.5

BUSINESS OVERVIEW

4.5.1

Principal activities

The product lines of RZB – one of Austria's leading corporate and investment banks Within Austria, RZB specialises in corporate and investment banking business. It focuses on the country's “Top 1,000” companies and believes that it is one of the prominent corporate finance banker and provider of export finance to that customer segment. RZB and/or the RZB Group services not only a large number of domestic but also numerous foreign key accounts and multinationals in its customer base in those segments and in the trade finance, cash management, treasury and fixed-income product fields. In addition, a large number of financial service providers draw upon RZB's services as a financial engineer. Together with its subsidiary Raiffeisen Centrobank AG, RZB has become an established leader in the investment banking market in Austria. It is a prominent participant in Wiener Börse AG, in the bonds trading segment and in the new issues business of equities and bonds. Specialist subsidiary undertakings also encompass finance leasing, M&A consultancy, asset management, private banking, real-estate services and trading operations. The product lines of RZB and the RZB Group outside of Austria CEE region In 1991, RZB set up a holding company, Raiffeisen International Bank-Holding AG ("Raiffeisen International"), to act as an umbrella company for its interests in Central and Eastern Europe (CEE). Most of the RZB Group's business in the CEE region is now carried out by Raiffeisen International. The network currently consists of banking entities and leasing companies in the following markets: Albania, Belarus, Bosnia and Herzegovina, Bulgaria, Croatia, the Czech Republic, Hungary, Kazakhstan, Kosovo, Poland, Romania, Russia, Serbia, Slovakia, Slovenia and Ukraine, as well as representative offices in Russia and Moldova. Raiffeisen International believes that one of the principal reasons for its success in the CEE region has been, and remains, its in-depth familiarity with the local marketplace as a result of traditionally close ties with the region. Besides servicing key accounts and large-scale enterprises in the region, Raiffeisen International also services small and medium-sized enterprises ("SMEs") and retail customers in the region. The number of Raiffeisen International's clients grew from 13.6 million at the beginning of 2008 to 14.7 million at the end of 2008 with personal banking and SME customers accounting for most of this total. As in Austria, the RZB Group offers a broad range of finance-related services to its customers in the CEE region. Areas outside the CEE region In foreign markets outside the CEE region, the RZB Group represents itself as a niche provider and offers a specially tailored range of products via its branches and representative offices. The

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representative offices have a support function regarding the local clients of the RZB Group and a marketing function for additional business to be referred to the RZB Group. The RZB Group's representative offices were originally set up to provide assistance to Austrian exporters in emerging markets and in international financial centres. However, they also serve local clients, albeit exclusively corporate customers and financial institutions, whose business is then dealt with in the operative units. The RZB Group's representative offices are becoming increasingly important to customers located in the CEE region, who use them as a point of contact during the course of expanding their business. The RZB Group has a strong Asian presence, with branches in Singapore and Beijing and Xiamen and representative offices in Hong Kong, Harbin, Zhuhai, Seoul, Mumbai and Ho Chi Minh City. The RZB Group is also well positioned in western financial centres with branches in New York and London, a subsidiary in Malta, and representative offices in Paris, Brussels, Frankfurt, Stockholm, Milan, Madrid, Chicago, Houston and Los Angeles. Brief description of principal RZB Group members and RZB interests (together with RZB's percentage stake holdings in those entities as at 31 December 2008) (source: internal data, unaudited)

Brief Description of principal RZB Group members (percentages refer to RZB direct and/or indirect shares)

•

Raiffeisen International Bank-Holding AG (approximately 70%) For a detailed description of Raiffeisen International's activities, please see "Business Overview - The product lines of RZB and the RZB Group outside of Austria" above. In the course of the commercial and tax-related alignment of RZB's corporate structure, the stake of RZB in Raiffeisen International was placed with a holding company, "Cembra Beteiligungs GmbH", at the end of December 2007. This holding company is a 100 per cent. (indirect) subsidiary of RZB. Thereby, the calculated share-ownership ratio remained equal and the economic ownership structure remains unchanged.

•

Raiffeisen Centrobank AG (100%) Raiffeisen Centrobank AG is one of Austria's leading investment banks. It is the equity house of the RZB Group, performing a comprehensive range of services and products connected with equities, derivatives and equity transactions on the Vienna and other stock exchanges and over the counter. This specialist bank also provides exclusive individualised private banking services.

•

Kathrein & Co Privatgeschäftsbank Aktiengesellschaft (100%) This company's principal activity is the management of assets belonging primarily to enterprise owners and their families. It offers personally tailored advice to high net worth individuals and provides asset management services.

•

Raiffeisen-Leasing Gesellschaft m.b.H., (51%) This company has been operating in Austria and abroad for approximately 35 years. Raiffeisen-Leasing International Gesellschaft m.b.H., owned 75 per cent. by Raiffeisen International and 25% by Raiffeisen-Leasing Gesellschaft m.b.H., is the holding company for Raiffeisen International’s finance leasing companies in the CEE region.

Brief description of RZB’s principal interests (percentages refer to RZB direct and/or indirect shares).

•

UNIQA Versicherungen AG (31.9%) UNIQA Group Austria is one of Central Europe's leading insurance groups acting in numerous insurance fields. UNIQA Group and RZB Group together form a financial conglomerate pursuant to the Finanzkonglomerategesetz (FKG) which implements the EU Financial Conglomerates Directive. RZB is the regulated entity at the top of such financial conglomerate and is subject to supplementary supervision pursuant to the provisions of FKG.

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•

Raiffeisen Bausparkasse Gesellschaft m.b.H. (37%) Raiffeisen Bausparkasse Gesellschaft m.b.H. is the Raiffeisen Banking Group’s building society.

•

Raiffeisen Kapitalanlage-Gesellschaft mit beschränkter Haftung (“Raiffeisen KAG” or “Raiffeisen Capital Management”) (50%) Raiffeisen KAG is Austria’s biggest investment fund management company. It specialises in the launch and management of investment funds.

•

Raiffeisen Investment Aktiengesellschaft (“RIAG”) (100%) Headquartered in Vienna, RIAG is a corporate finance advisory firm active in the Austrian and international mergers and acquisitions market.

•

LEIPNIK-LUNDENBURGER INVEST Beteiligungs Aktiengesellschaft (35.5%) The core focuses of this holding company are its strategic interests in the food and beverages sector (flour and milling) and vending (hot beverages and food vending) and other (sugar, specialities, fruit and casinos).

•

ÖPAG Pensionskassen Aktiengesellschaft (16.3%) ÖPAG Pensionskassen AG is a company pension fund provider.

•

ÖVK Vorsorgekasse AG (26.96%) ÖVK Vorsorgekasse AG is a staff benefit fund that offers staff benefit products within the scope of Austria’s new severance pay system (Abfertigung neu) to all companies operating in Austria and to their employees and, since 2008, it has also been offering employers benefit products intended for the selfemployed.

•

NOTARTREUHANDBANK AG (26%) This is the only bank authorised by the Österreichische Notariatskammer (Austrian chamber of notaries) to manage the fiduciary deposits of all the country’s notaries.

•

Raiffeisen Wohnbaubank Aktiengesellschaft (25%) This specialist bank issues tax-privileged home construction bonds.

•

card complete Service Bank AG (25%) (until September 2007: VISA-SERVICE Kreditkarten Aktiengesellschaft) card complete Service Bank AG is a major credit card company in Austria.

•

PayLife Bank GmbH (11.2%) (until September 2007: Europay Austria Zahlungsverkehrssysteme GmbH) This company is a universal supplier of cash-free payment solutions in Austria and focuses on three areas of business, namely the MasterCard credit card, the Maestro debit card and the Quick electronic purse.

•

Raiffeisen evolution project development GmbH (40%) This company acts as a property and project developer in the commercial and residential property segments in Austria and Central and Eastern Europe.

•

Raiffeisen Informatik GmbH (“RIZ”) (46.4%) RIZ’s core responsibility is the operation of a computing centre for the Raiffeisen Banking Group in Austria.

•

Raiffeisen Malta Bank plc (100%) The bank provides banking services in terms of the Banking Act 1994 within the Republic of Malta.

•

RSC Raiffeisen Daten Service Center GmbH (“RSC”) (71.9%) RSC settles payment transfers, securities, treasury and cash management transactions and is active in the microfilming, mail delivery and logistics fields. Its regional focuses are the provinces of Vienna, Lower Austria and Burgenland.

•

F.J. Elsner & Co. Gesellschaft mbH (100%) and F.J. Elsner Trading Gesellschaft mbH (100%) These two companies constitute the Elsner trading house, which engages in traditional East-West trade from its base in Vienna.

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4.5.2

Significant new products

RZB adapts its products and activities to current statutory requirements and market conditions as they develop in the banking sector in the region in question. Consequently, adjustments continually take place in this field, whether for legal reasons or in line with the rest of the market. RZB's principal markets and products are as described 4.5.1 above. 4.5.3

Principal markets

Prospective investors are requested to refer to the “Principal Activities” of RZB in section 4.5.1 of this Prospectus. 4.5.4

Competitive position

Competitive Position within Austria The following table sets out the balance sheet total of the Raiffeisen Banking Group (including RZB Group) and its principal Austrian competitors (in billions of euro) as at the date of the audited financial statements 2007 and 2008 of the entities shown:

in EUR billion 2008 2007

(1) (2)

Austrian credit (1) institutions 1.069,36 899,54

RZB-Banking (2) Group 156,92 137,40

Erste (2) Group 201,44 200,52

Bank Austria (2) Group 222,15 209,17

Volksbank AG (2) Group 52,92 78,64

BAWAG (2) P.S.K 41,58 44,85

Source: Aggregate balance sheet according to statistical date available on the website of the Austrian National Bank as of 31 May 2009. Source: Annual account, in each case 31 December 2008.

International Comparison (ranking in each country by balance sheet total) (as at 31 December 2008) Raiffeisen International and its Network Banks are active in and rank as follows in the following countries: 1st 2nd 2nd 2nd 3rd 3rd 3rd 4th 4th 4th 5th 5th 8th 10th 11th

4.6

Albania, Raiffeisen Bank Sh.a. Bosnia and Herzegovina, Raiffeisen Bank d.d. Bosna i Hercegovina Ukraine, VAT Raiffeisen Bank Aval Kosovo, Raiffeisen Bank Kosovo J.S.C. Serbia, Raiffeisen banka a.d. Belarus, Priorbank, OAO Slovakia, Tatra banka, a.s. Romania, Raiffeisen Bank S.A. Croatia, Raiffeisenbank Austria d.d. Bulgaria, Raiffeisenbank (Bulgaria) E.A.D Czech Republic, Raiffeisenbank a.s. Hungary, Raiffeisen Bank Zrt. Russia, ZAO Raiffeisenbank. Poland, Raiffeisen Bank Polska S.A. Slovenia, "Raiffeisen Banka d.d.")

ORGANISATIONAL STRUCTURE

Nearly 88 per cent. of RZB's share capital is owned directly and indirectly by the Regional Raiffeisen Banks. Overall, approximately 81.35 per cent. of RZB's share capital is held by R-LandesbankenBeteiligung GmbH, which is in turn 100 per cent. controlled by Raiffeisen-Landesbanken-Holding GmbH. Consequently, Raiffeisen-Landesbanken-Holding GmbH has a majority indirect stake in RZB and as a result, RZB is indirectly dependent on that company. See section 4.10 for full details of RZB’s shareholders. Since Raiffeisen-Landesbanken-Holding GmbH is a pure equity holding company owned

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by the Regional Raiffeisen Banks via intermediate holding companies and does not perform any other activity, RZB is, regardless of its formal classification, the central enterprise at the heart of the Raiffeisen Banking Group (see the “Raiffeisen Banking Group” above). RZB is also a member of the UNICO Banking Group, which is a loose union of the central institutions of the cooperative banking organisations in a number of European countries. 4.6.1

Related party dependencies

As described above, RZB is an (indirect) subsidiary of the Regional Raiffeisen Banks (see “History and Development” above and “Major Shareholders” below). The largest indirect shareholder in RZB is RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG with an effective total stake of 31.41 per cent. 4.6.2

Profit before tax of RZB Group

The regional breakdown of sources of earnings provided demonstrates the importance of earnings from the CEE region. Regional breakdown Austria Central Europe (CE) South East Europe (SEE) Russia

Commonwealth of Independent States (CIS), other

Rest of the world

Business activities of RZB and the numerous subsidiaries of RZB in Austria. These include Poland, Slovakia, Slovenia, Czech Republic and Hungary. These include Albania, Bosnia and Herzegovina, Bulgaria, Kosovo, Croatia, Serbia, Moldova as well as Romania. This includes those companies who are active in the Russian Federation on behalf of RZB. The RZB Group is represented in Russia among others by a bank, a leasing company and a capital management company These include the other members of the Commonwealth of Independent States (CIS), created from parts of the former Soviet Union, namely Belarus, Kazakhstanand the Ukraine. RZB’s branches in London, Singapore and Beijing and the RZB Group's units located in other countries such as Germany, Malta, Switzerland, and the USA.

The following table sets out the regional breakdown by domicile of each RZB Group unit, taking funding and management costs into account: For the financial year to 31 December 2008 (EUR '000s) (Source: 2008 Annual Report of the RZB Group, page 136 and 137, audited)

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Financial year 2008

Austria

CE

SEE

Russia

CIS other

Rest of the world

Reconciliation

Total

€000 Net interest income of which current income from associates Provisioning for impairment losses Net interest income after provisioning Net fee and commission income Net trading income Net income from derivatives Net income from financial investments General administrative expenses of which staff expenses of which other administrative expenses of which depreciation Other net operating income Net income from disposal of group assets Profit/loss before tax Income taxes

851,063

1,022,380

947,111

763,894

532,945

226,834

(333,917)

4,010,310

46,997

919

(316)

–

–

–

–

47,600

(351,107)

(265,365)

(159,177)

(175,322)

(180,969)

(19,085)

532

(1,150,493)

499,957

757,015

787,934

588,572

351,976

207,749

(333,386)

2,859,817

234,102

568,392

463,135

223,046

233,594

54,275

(8,752)

1,767,792

32,334

55,713

57,077

101,977

58,658

(236,037)

(50,359)

19,364

(70,227)

(10,929)

(4,958)

(7,302)

(1,121)

(1,141)

4,877

(90,802)

(907,002)

1,753

(18,923)

5,383

(13,836)

(31,091)

5,488

(958,228)

(554,966)

(930,747)

(772,837)

(455,870)

(396,656)

(70,148)

64,237

(3,116,987)

(304,146)

(454,853)

(344,424)

(217,015)

(208,030)

(40,398)

-

(1,568,866)

(196,833)

(389,773)

(338,708)

(211,976)

(149,906)

(26,456)

64,192

(1,249,461)

(53,987)

(86,121)

(89,706)

(26,878)

(38,720)

(3,293)

45

(298,660)

171,264

(9,487)

21,389

(17,840)

(5,150)

10,619

(62,684)

108,111

(270)

7,860

–

–

–

–

–

7,590

(594,809)

439,571

532,819

437,967

227,464

(65,775)

(380,579)

596,658 (164,680)

219,210

(90,577)

(83,988)

(125,218)

(66,564)

(18,645)

1,101

(375,598)

348,994

448,830

312,749

160,900

(84,419)

(379,478)

431,978

Minority interests in profit

(36,967)

(166,575)

(146,597)

(81,577)

(54,687)

–

102,292

(384,110)

Consolidated profit/loss

Profit/loss after tax

(412,565)

182,419

302,234

231,172

106,214

(84,419)

(277,186)

47,868

Share of profit before tax

(60.9%)

45.0%

54.5%

44.8%

23.3%

(6.7%)

–

100.0%

Share of profit after tax

(46.3%)

43.0%

55.3%

38.5%

19.8%

(10.4%)

–

100.0%

37,042,071

23,455,070

18,765,816

10,833,639

6,924,608

4,938,330

(12,919,246 )

89,040,288

3,393,791

2,128,232

1,666,551

975,944

621,634

436,189

(717,764)

8,504,577

Total assets

95,218,964

36,408,788

25,259,731

14,952,381

8,027,668

18,356,493

(41,302,939 )

156,921,08 6

Liabilities

90,181,742

34,002,417

22,509,641

13,381,115

7,046,516

17,952,836

(35,989,976 )

149,084,29 -

Risk/earnings ratio

41.3%

26.0%

16.8%

23.0%

34.0%

8.4%

–

28.7%

Cost/income ratio

43.1%

56.9%

51.9%

42.6%

48.4%

–

–

52.8%

3,178,947

1,821,409

1,457,914

840,535

529,432

396,248

–

8,224,486

–

24.1%

36.5%

52.1%

43.0%

–

–

7.3%

Risk-weighted assets (credit risk) Own funds requirement

Average equity Return on equity before tax

4.7

TREND INFORMATION

Due to the RZB Group’s business model, there are corresponding country and currency risks the assessment of which largely depends on the further economic development of the relevant countries. Adopting a prudently conservative assessment, no assurance can be given as at today's date that the effects of national or international measures presently being initiated will suffice to strengthen these economies and thus overcome the current crisis in the global credit markets. The RZB Group has significant business activities in the CEE region, in particular in Russia and Ukraine but also in Hungary and Romania. Due to the increasingly difficult macro-economic environment in the CEE-region, deteriorating market conditions facing the RZB Group’s clients and in view of the fact that the RZB Group is considerably engaged in this region and the aforementioned countries, in particular as regards consumer loans (including locally granted consumer loans in foreign currencies), significant increases in loan- loss-provisions are and will be necessary.

A-40

Particularly, due to the effects of the financial market crisis described in the "Recent Material Events" (section 4.4.6 above) and as addressed in this section no negative statement can currently be given by RZB that there has been no material adverse change in the prospects of RZB for at least the current financial year since 31 December 2008.

4.8

PROFIT FORECASTS OR ESTIMATES

RZB has not included any profit forecast or estimates in this Prospectus.

4.9

ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

The following table shows the members of the management board, supervisory board and federal advisory board of RZB, as well as the companies and corporations in which their members currently hold positions: Name Management Board Generaldirektor (CEO) Dr. Walter Rothensteiner Chairman of the Management Board

Principal functions and activities outside RZB

Österreichische Raiffeisen-Einlagensicherung registrierte Genossenschaft mit beschränkter Haftung HK Privatstiftung Raiffeisen International Bank-Holding AG Oesterreichische Kontrollbank Aktiengesellschaft Raiffeisen Bausparkasse Gesellschaft m.b.H. Raiffeisen Centrobank AG Kathrein & Co. Privatgeschäftsbank Aktiengesellschaft Österreichische Lotterien Gesellschaft m.b.H. Casinos Austria Aktiengesellschaft Casinos Austria International Holding GmbH KURIER Redaktionsgesellschaft m.b.H. KURIER Zeitungsverlag und Druckerei Gesellschaft m.b.H. LEIPNIK-LUNDENBURGER INVEST Beteiligungs Aktiengesellschaft Österreichische Volksbanken-Aktiengesellschaft UNIQA Versicherungen AG Vorsorge Holding AG Wiener Staatsoper GmbH Raiffeisen International Beteiligungs GmbH Cembra Beteiligungs GmbH (vormals Raiffeisen – Finanzierungs Aktiengesellschaft) Oesterreichischen Nationalbank AG

Generaldirektor-Stv. Dkfm. Dr. Herbert Stepic Deputy to the Chairman of the Management Board

Raiffeisen International Bank-Holding AG GSI Group Software Investment AG, Zug, Schweiz Oesterreichische Kontrollbank Aktiengesellschaft OMV Aktiengesellschaft Raiffeisen Centrobank AG

A-41

current position

Member of the Management Board Member of the Management Board Chairman of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director Generalrat (councillor general)

Chairman of the Management Board Member of the Management Board Member of the Supervisory Council Member of the Supervisory Council nd 2 Deputy to the Chairman of the Supervisory Board

Name

Principal functions and activities outside RZB

current position

Member of the Supervisory Tatra Banka a.s., Bratislava, Slowakei Council Chairman of the Supervisory Raiffeisenbank a.s., Prag, Tschechien Council Chairman of the Supervisory Raiffeisenbank Polska S.A., Warschau, Polen Council Chairman of the Supervisory Raiffeisenbank (Bulgaria) EAD, Sofia, Bulgarien Council Chairman of the Supervisory Raiffeisenbank Austria d.d., Zagreb, Kroatien Council Chairman of the Supervisory Raiffeisen banka a.d., Belgrad, Serbien Council Chairman of the Supervisory RZB Finance LLC, New York, USA Council Chairman of the Supervisory ZAO Raiffeisenbank, Moskau, Russland Council Chairman of the Supervisory Raiffeisen Bank Zrt, Budapest, Ungarn Council Member of the Supervisory Raiffeisen Banka d.d., Maribor, Slowenien Council Raiffeisenbank d.d. Bosna i Hercegovina, Sarajevo, Chairman of the Supervisory Bosnien und Herzegowina Council Member of the Supervisory Raiffeisen Bank Sh.a., Tirane, Albanien Council Member of the Supervisory Priorbank JSC, Minsk, Weißrussland Council Chairman of the Supervisory Raiffeisen Bank S.A., Bukarest, Rumänien Council Chairman of the Supervisory VAT Raiffeisen Bank Aval, Kiew, Ukraine Council Chairman of the Supervisory RI Projekt AG Council Raiffeisen International Beteiligungs GmbH Managing Director Cembra Beteiligungs GmbH (vormals Raiffeisen – Finanzierungs Aktiengesellschaft) Managing Director "NONUSDECIMUS" FRANKE IMMOBILIEN HANDEL KG Kommanditist (limited partner) "SEPTIMUS" FRANKE IMMOBILIEN HANDEL KG Kommanditist (limited partner) Patrick Butler, M.A. Member of the Management Board

RZB Private Equity Holding AG Raiffeisen Centrobank AG Raiffeisen International Bank-Holding AG Raiffeisen Investment Aktiengesellschaft RSC Raiffeisen Daten Service Center GmbH Raiffeisen Wohnbaubank Aktiengesellschaft Kathrein & Co. Privatgeschäftsbank Aktiengesellschaft Wiener Börse AG Raiffeisen International Beteiligungs GmbH Cembra Beteiligungs GmbH (vormals Raiffeisen – Finanzierungs Aktiengesellschaft)

Mag. Dr. Karl Sevelda Member of the Management Board

BestLine Privatstiftung Bene Privatstiftung FEPIA Privatstiftung Herbert Depisch Privatstiftung HFA Zwei Mittelstandsfinanzierungs-AG Raiffeisen Factor Bank AG BENE AG

A-42

Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director Member of the Management Board Member of the Management Board Member of the Management Board Member of the Management Board Vorsitzender des Aufsichtrats Vorsitzender des Aufsichtrats Member of the Supervisory

Name

Principal functions and activities outside RZB

Raiffeisen Centrobank AG Raiffeisen International Bank-Holding AG Raiffeisen Investment Aktiengesellschaft Rail Cargo Austria Aktiengesellschaft RZB Private Equity Holding AG Raiffeisen International Beteiligungs GmbH Cembra Beteiligungs GmbH (vormals Raiffeisen – Finanzierungs Aktiengesellschaft) "MILLETERTIUS" Kreihsler Immobilienhandel KG "SECUNDUS" FRANKE IMMOBILIEN HANDEL KG Dr. Johann Strobl Member of the Management Board

Oesterreichische Clearingbank AG Raiffeisen Centrobank AG Raiffeisen International Bank-Holding AG

Mag. Manfred Url Member of the Management Board

Raiffeisen Datennetz Gesellschaft m.b.H. Raiffeisen Informatik GmbH Raiffeisen Vermögensverwaltungsbank AG RSC Raiffeisen Daten Service Center GmbH Centralised Raiffeisen International Services & Payments S.R.L., Bucuresti PayLife Bank GmbH card complete Service Bank AG Raiffeisen International Bank Holding AG Raiffeisen International Beteiligungs GmbH Cembra Beteiligungs GmbH (vormals Raiffeisen – Finanzierungs Aktiengesellschaft)

current position Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director Kommanditist (limited partner) Kommanditist (limited partner) Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director

Supervisory Council Members of the Supervisory Board elected by the shareholders meeting: ÖR Dr. Christian Konrad Chairman of the Supervisory Council

ARION Immobilien & Development Privatstiftung Hans Dujsik Privatstiftung Raiffeisenbank Perchtoldsdorf-Maria Enzersdorf registrierte Genossenschaft mit beschränkter Haftung AGRANA Beteiligungs-Aktiengesellschaft Albertina BAYWA AG, München, Deutschland DO & CO Restaurants & Catering Aktiengesellschaft KURIER Redaktionsgesellschaft m.b.H.

A-43

Chairman of the Management Board Member of the Management Board Member of the Management Board Chairman of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council

Name

Principal functions and activities outside RZB KURIER Zeitungsverlag und Druckerei Gesellschaft m.b.H. LEIPNIK-LUNDENBURGER INVEST Beteiligungs Aktiengesellschaft RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG RWA Raiffeisen Ware Austria Aktiengesellschaft SAINT LOUIS SUCRE S.A., Paris, Frankreich Siemens Aktiengesellschaft Österreich Südzucker Aktiengesellschaft, Mannheim/Ochsenfurt, Deutschland

current position Chairman of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Managing Director Managing Director

UNIQA Versicherungen AG Medicur – Holding Gesellschaft m.b.H. Printmedien Beteiligungsgesellschaft m.b.H. RAIFFEISEN-HOLDING NÖ-Wien Beteiligungs GmbH Managing Director RAIFFEISEN-HOLDING NIEDERÖSTERREICHWIEN registrierte Genossenschaft mit beschränkter Haftung Representative Mag. Markus Mair 1. Deputy to the Chairman of the Supervisory Council

Österreichische Raiffeisen-Einlagensicherung registrierte Genossenschaft mit beschränkter Haftung Raiffeisen-Landesbank Steiermark AG (vormals RLB Steiermark reg. Gen.m.b.H.) Österreichische Raiffeisen-Einlagensicherung reg.Gen.m.b.H. GRAWE-Vermögensverwaltung Grazer Wechselseitige Versicherung Aktiengesellschaft Landes-Hypothekenbank Steiermark Aktiengesellschaft Raiffeisen Bausparkasse Gesellschaft m.b.H. UNIQA Versicherungen AG Energie Steiermark AG KONKRETA Beteiligungsverwaltungs GmbH NWB Beteiligungs GmbH R-Landesbanken-Beteiligung GmbH Raiffeisen-Landesbanken-Holding GmbH RLB-Stmk Holding registrierte Genossenschaft mit beschränkter Haftung RLB-Stmk Verbund registrierte Genossenschaft mit beschränkter Haftung Steirische RB-Verwaltungsgenossenschaft registrierte Genossenschaft mit beschränkter Haftung Raiffeisen – Einlagensicherung Steiermark registrierte Genossenschaft mit beschränkter Haftung

KR Mag. Dr. Ludwig Scharinger 2. Deputy to the Chairman of the Supervisory Council

Raiffeisenlandesbank Oberösterreich Aktiengesellschaft Raiffeisenverband Oberösterreich registrierte Genossenschaft mit beschränkter Haftung Privatstiftung zur Förderung des Gedankens des Wohnungseigentums und dessen Realisierung, insbesondere in Oberösterreich Rabmer Privatstiftung Privatstiftung der Raiffeisenlandesbank Oberösterreich Aktiengesellschaft Österreichische Raiffeisen-Einlagensicherung

A-44

Member of the Management Board Chairman of the Management Board Member of the Management Board Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Representative

Chairman of the Management Board Member of the Management Board Chairman of the Management Board Chairman of the Management Board Member of the Management Board Member of the Management

Name

Principal functions and activities outside RZB registrierte Genossenschaft mit beschränkter Haftung Raiffeisen-Einlagensicherung Oberösterreich registrierte Genossenschaft mit beschränkter Haftung OÖ.Obst- und Gemüseverwertungsgenossenschaft (Efko) registrierte Genossenschaft mit beschränkter Haftung Hödlmayr-Privatstiftung Wolfgang Kaufmann Privatstiftung PRIVAT BANK AG der Raiffeisenlandesbank Oberösterreich SALZBURGER LANDES-HYPOTHEKENBANK AKTIENGESELLSCHAFT Gesellschaft für den Wohnungsbau, Gemeinnützige Gesellschaft mit beschränkter Haftung Raiffeisen Bausparkasse Gesellschaft m.b.H. Raiffeisen-Kredit-Garantiegesellschaft m.b.H. Asamer Holding AG Energie AG Oberösterreich FACC AG gbv services gemeinnützige gmbH KommunalKredit Public Consulting GmbH LINZ AG für Energie, Telekommunikation, Verkehr und Kommunale Dienste Oberösterreichische Landesbank Aktiengesellschaft OBERÖSTERREICHISCHE RUNDSCHAU GmbH Österreichische Salinen Aktiengesellschaft Salinen Austria Aktiengesellschaft Tyrol Equity AG VA Intertrading Aktiengesellschaft voestalpine AG

current position Board Member of the Management Board Member of the Management Board Member of the Management Board Member of the Management Board Chairman of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director

Real-Treuhand Reality a.s., Tschechische Republik R-Landesbanken-Beteiligung GmbH Raiffeisen-Landesbanken-Holding GmbH Raiffeisenbankengruppe OÖ Verbund eingetragene Managing Director Genossenschaft RLB Holding registrierte Genossenschaft mit beschränkter Haftung OÖ Managing Director KR Ing. Mag. Dr. Julius Marhold 3. Deputy to the Chairman of the Supervisory Council

Österreichische Raiffeisen-Einlagensicherung registrierte Genossenschaft mit beschränkter Haftung Raiffeisen – Einlagensicherung Burgenland registrierte Genossenschaft mit beschränkter Haftung Raiffeisenbezirksbank Güssing registrierte Genossenschaft mit beschränkter Haftung Raiffeisenbezirksbank Oberwart registrierte Genossenschaft mit beschränkter Haftung Raiffeisenlandesbank Burgenland und Revisionsverband registrierte Genossenschaft mit beschränkter Haftung

A-45

Member of the Management Board Member of the Management Board Member of the Management Board Member of the Management Board Chairman of the Management Board, CEO

Name

Principal functions and activities outside RZB

current position

Neue Eisenstädter gemeinnützige Bau-, Wohn- und Chairman of the Supervisory Siedlungsgesellschaft m.b.H. Council Member of the Supervisory Raiffeisen Bausparkasse Gesellschaft m.b.H. Council Member of the Supervisory Waldquelle Kobersdorf Ges.m.b.H Council Marhold-Hajek OEG Shareholder with unlimited liability Mag. Klaus Buchleitner, MBA Member of the Supervisory Council

RAIFFEISEN-HOLDING NIEDERÖSTERREICHWIEN registrierte Genossenschaft mit beschränkter Haftung RAIFFEISEN-REVISIONSVERBAND NIEDERÖSTERREICH-WIEN registrierte Genossenschaft mit beschränkter Haftung RWA Raiffeisen Ware Austria Aktiengesellschaft RWA Raiffeisen Ware Austria Handel und Vermögensverwaltung registrierte Genossenschaft mit beschränkter Haftung BayWa AG, München, Deutschland ifb Austria AG Raiffeisen-Lagerhaus GmbH Töpfer Hamburg GmbH

Mag. Peter Gauper Member of the Supervisory Council

C&K Privatstiftung Raiffeisenlandesbank Kärnten – Rechenzentrum und Revisionsverband, registrierte Genossenschaft mit beschränkter Haftung Raiffeisen-Einlagensicherung Kärnten, registrierte Genossenschaft mit beschränkter Haftung Österreichische Einlagensicherung reg.Gen.m.b.H. Springer Maschinenfabrik AG Raiffeisen Bausparkasse Gesellschaft m.b.H. RAIFFEISEN – VERMÖGENSVERWERTUNGS GMBH. RLB Beteiligungsmanagement GmbH RLB Innopart Beteiligungs GmbH RLB Unternehmensbeteiligungs GmbH RLB Verwaltungs GmbH RS Beteiligungs GmbH. Raiffeisenlandesbank Kärnten – Rechenzentrum und Revisionsverband, registrierte Genossenschaft mit beschränkter Haftung

Mag. Erwin Hameseder Member of the Supervisory Council

Member of the Management Board Member of the Management Board Chairman of the Management Board Chairman of the Management Board Member of the Management Board Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Management Board Member of the Management Board Member of the Management Board Member of the Management Board Member of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director CEO

RAIFFEISEN-HOLDING NIEDERÖSTERREICHWIEN registrierte Genossenschaft mit beschränkter Haftung CEO Member of the Management ARS BOHEMIAE – Privatstiftung Rotter Board Member of the Management Dr. Erwin Pröll Privatstiftung Board Österreichische Raiffeisen-Einlagensicherung registrierte Genossenschaft mit beschränkter Member of the Management Board Haftung Raiffeisen-Einlagensicherung NiederösterreichWien registrierte Genossenschaft mit beschränkter Member of the Management Haftung Board RAIFFEISEN-REVISIONSVERBAND NIEDERÖSTERREICH-WIEN registrierte Member of the Management Genossenschaft mit beschränkter Haftung Board RAIFFEISENLANDESBANK Chairman of the Management NIEDERÖSTERREICH-WIEN AG Board

A-46

Name

Principal functions and activities outside RZB AGRANA Beteiligungs-Aktiengesellschaft AGRANA Zucker, Stärke und Frucht Holding AG Flughafen Wien Aktiengesellschaft Mediaprint Zeitungs- und Zeitschriftenverlag Gesellschaft m.b.H. NÖM AG NÖM International AG Raiffeisen Bausparkasse Gesellschaft m.b.H. STRABAG SE UNIQA Versicherungen AG Z&S Zucker und Stärke Holding AG Südzucker AG, Mannheim, Deutschland "CARPETA" Holding GmbH "CLEMENTIA" Holding GmbH "TALIS" Holding GmbH Medial Beteiligungs-Gesellschaft m.b.H. Medicur – Holding Gesellschaft m.b.H. Medicur Sendeanlagen GmbH Printmedien Beteiligungsgesellschaft m.b.H. R-Landesbanken Beteiligung GmbH RAIFFEISEN-HOLDING NÖ-Wien Beteiligungs GmbH Raiffeisen-Landesbanken-Holding GmbH

Dr. Günther Reibersdorfer Member of the Supervisory Council

Lagerhaus Pinzgau registrierte Genossenschaft mit beschränkter Haftung Landwirtschaftliche Besitzfestigungsgenossenschaft Salzburg registrierte Genossenschaft mit beschränkter Haftung Österreichische Raiffeisen-Einlagensicherung registrierte Genossenschaft mit beschränkter Haftung Privatstiftung zur Förderung der Mittelstandspolitik in Wirtschaft und Gesellschaft Bürgerschaftsbank Salzburg GmbH BVG Liegenschaftsverwaltung GmbH Fremdenverkehrs Aktiengesellschaft GEISLINGER GmbH Mittelstandsbeteiligungs Aktiengesellschaft Raiffeisen Bausparkasse Gesellschaft m.b.H. Salzburger Landes-Versicherung Aktiengesellschaft Salzburger Unternehmensbeteiligungsgesellschaft mbH UNIQA Versicherungen AG Salzburg München Bank Aktiengesellschaft, Deutschland Porsche – Bank Aktiengesellschaft RAIFFEISEN BETEILIGUNG GmbH Raiffeisen Warenbetriebe Salzburg GmbH Raiffeisenverband Salzburg Anteils- und Beteiligungsverwaltungs GmbH

A-47

current position Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Board Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Managing Director Member of the Management Board Member of the Management Board Member of the Management Board Chairman of the Management Board Deputy Chairman of Supervisory Board Chairman of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Deputy Chairman of Supervisory Board Deputy Chairman of Supervisory Board Deputy Chairman of Supervisory Board Chairman of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director Managing Director

Name

Principal functions and activities outside RZB FLEIWA Salzburger Fleischwarenzentrale registrierte Genossenschaft mit beschränkter Haftung Raiffeisen-Einlagensicherung Salzburg registrierte Genossenschaft mit beschränkter Haftung Salzburger Viehvermarktung registrierte Genossenschaft mit beschränkter Haftung Raiffeisenverband Salzburg registrierte Genossenschaft mit beschränkter Haftung

Dr. Hannes Schmid Member of the Supervisory Council

Österreichische Raiffeisen-Einlagensicherung registrierte Genossenschaft mit beschränkter Haftung Raiffeisen-Landesbank Tirol AG Raiffeisen Bausparkasse Gesellschaft m.b.H. Seeste Bau AG St. Josef Liegenschaftsverwaltungs- und Beteiligungs AG UNIQA Versicherungen AG Livera Raiffeisen-Immobilien-Leasing Gesellschaft m.b.H. RLB Beteiligung Ges.m.b.H. Raiffeisen Tirol Ergänzungskapital registrierte Genossenschaft mit beschränkter Haftung Raiffeisen-Einlagensicherung Tirol eGen

Dr. Gottfried Wanitschek Member of the Supervisory Council

UNIQA Versicherungen AG AUSTRIA Hotels Liegenschaftsbesitz AG CALL DIRECT Versicherung AG CEE Hotel Development Aktiengesellschaft EPAMEDIA EUROPÄISCHE PLAKAT- UND AUßENWERBEHOLDING GMBH FINANCE LIFE Lebensversicherung AG KURIER Beteiligungs-Aktiengesellschaft KURIER Redaktionsgesellschaft m.b.H. KURIER Zeitungsverlag und Druckerei Gesellschaft m.b.H. LEIPNIK-LUNDENBURGER INVEST Beteiligungs Aktiengesellschaft Mediaprint Zeitungs- und Zeitschriftenverlag Gesellschaft m.b.H. Privatklinik Villach Gesellschaft m.b.H. Raiffeisen Versicherung AG STRABAG SE UNIQA Beteiligungs-Holding GmbH UNIQA International Versicherungs-Holding GmbH UNIQA Personenversicherung AG UNIQA Real Estate AG UNIQA Sachversicherung AG UNIQA Praterstraße Projekterrichtungs GmbH.

A-48

current position

Representative Representative Deputy to the representative CEO Member of the Management Board Speaker of the Management Board Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Managing Director Managing Director Representative Representative Member of the Management Board Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Member of the Supervisory Council Managing Director

Name

Principal functions and activities outside RZB

current position

Members of the Supervisory Board delegated by the Staff Council: Martin Prater Chairman of the Staff Council Member of the Supervisory Council

ÖPAG Pensionskassen Aktiengesellschaft

Member of the Supervisory Council

Mag. Peter Anzeletti-Reikl 1. Deputy to the Chairman of the Staff Council Member of the Supervisory Council

None

None

Mag. Rudolf Kortenhof 2. Deputy to the Chairman of the Staff Council Member of the Supervisory Council Dr. Natalie Egger-Grunicke Member of the Supervisory Council Mag.(FH) Gebhard Muster Member of the Supervisory Council Mag. Helge Rechberger Member of the Supervisory Council

none None

none

none

none none

Raiffeisen Research GmbH

Managing Director

Members of the Länderkuratorium (Federal Advisory Board) Ing. Wilfried Thoma Chairman of the Federal Advisory Board

Dr. Walter Zandanell Deputy to the Chairman of the Federal Advisory Board

Raiffeisen-Landesbank Steiermark AG Thoma Beteiligungsgesellschaft m.b.H. Raiffeisen – Einlagensicherung Steiermark registrierte Genossenschaft mit beschränkter Haftung Raiffeisenbank Leoben-Bruck eGen (vormals RB Trofaiach-Leoben) Fusion 9. März 2008 RLB-Stmk Holding registrierte Genossenschaft mit beschränkter Haftung RLB-Stmk Verbund registrierte Genossenschaft mit beschränkter Haftung Steirische RB-Verwaltungsgenossenschaft registrierte Genossenschaft mit beschränkter Haftung

Schulze-Delitzsch Privatstiftung Volksbank Salzburg eG Volksbanken Holding eingetragene Genossenschaft (e.Gen) ARZ Allgemeines Rechenzentrum GmbH Österreichische Volksbanken-Aktiengesellschaft Volksbank-Quadrat Bank AG Volksbanken-Beteiligungsgesellschaft m.b.H. Volksbank Salzburg eG

A-49

Chairman of the Supervisory Council Managing Director Deputy to the Representative Representative Representative Representative Representative Chairman of the Management Board Chairman of the Management Board Member of the Management Board Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council Member of the Supervisory Council CEO

Name

Principal functions and activities outside RZB Volksbank Graz-Bruck reg. Gen.m.b.H.

Abg. z. NR ÖR Jakob Auer Member of the Federal Advisory Board

Raiffeisen-Einlagensicherung Oberösterreich registrierte Genossenschaft mit beschränkter Haftung Raiffeisenbank Wels Süd registrierte Genossenschaft mit beschränkter Haftung Raiffeisenbankengruppe OÖ Verbund eingetragene Genossenschaft Raiffeisenverband Oberösterreich registrierte Genossenschaft mit beschränkter Haftung RLB Holding registrierte Genossenschaft mit beschränkter Haftung OÖ Real-Treuhand Reality a.s., Tschechien Invest Unternehmensbeteiligungs Aktiengesellschaft PRIVAT BANK AG der Raiffeisenlandesbank Oberösterreich Raiffeisen-Kredit-Garantiegesellschaft m.b.H. Raiffeisenlandesbank Oberösterreich Aktiengesellschaft

Kurt Amann Member of the Federal Advisory Board

Raiffeisen-Einlagensicherung Vorarlberg, registrierte Genossenschaft mit beschränkter Haftung WEHA-Privatstiftung Raiffeisenbank am Bodensee registrierte Genossenschaft mit beschränkter Haftung Raiffeisenlandesbank Vorarlberg Waren- und Revisionsverband registrierte Genossenschaft mit beschränkter Haftung

Josef Graber Member of the Federal Advisory Board

Raiffeisen Regionalbank Hall in Tirol Raiffeisen-Landesbank Tirol AG Raiffeisenbanken Tirol Kast GmbH Raiffeisen Bau Tirol Gesellschaft m.b.H. Stadt Hall in Tirol Beteiligungs-Aktiengesellschaft, Raiffeisen Tirol Förderung eGen

Dkfm. Dr. Hans Malliga Member of the Federal Advisory Board

Sebastian Schönbuchner Member of the Federal Advisory Board

Member of the Management Board Chairman of the Management Board Member of the Management Board Member of the Management Board Member of the Management Board Member of the Management Board Member of the Supervisory Council Member of the Supervisory Council Chairman of the Supervisory Council Chairman of the Supervisory Council Member of the Management Board Member of the Management Board Member of the Supervisory Council Member of the Supervisory Council

CEO Chairman of the Supervisory Council Chairman of the Supervisory Board Member of the Supervisory Council Member of the Supervisory Council Managing Board

Krankenhaus Spittal/Drau Gesellschaft m.b.H. Biowärme Weißenstein GesmbH & Co KEG GK-FIN Beteiligungs GmbH KT Vermögensverwaltung GmbH MAPI Steuerberatungsgesellschaft mbH

Member of the Management Board Member of the Management Board Member of the Supervisory Council Kommanditist (limited partner) Managing Director Managing Director Managing Director

Raiffeisenbank Region Waldviertel Mitte registrierte Genossenschaft mit beschränkter Haftung "CARPETA" Holding GmbH

Member of the Management Board Managing Director

Raiffeisenbank Drautal registrierte Genossenschaft mit beschränkter Haftung Samonigg Privatstiftung

Mag. Franz Romeder Member of the Federal Advisory Board

current position Member of the Supervisory Council

Bioenergie Großgmain/Bayerisch-Gmain eGen Landwirtschaftliche Besitzfestigungsgenossenschaft Salzburg registrierte Genossenschaft mit beschränkter

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Member of the Management Board Chairman of the Supervisory Council

Name

Principal functions and activities outside RZB Haftung Raiffeisen-Einlagensicherung Salzburg registrierte Genossenschaft mit beschränkter Haftung Raiffeisenkasse Großgmain registrierte Genossenschaft mit beschränkter Haftung Raiffeisenverband Salzburg registrierte Genossenschaft mit beschränkter Haftung

Dipl.-Ing. Erwin Tinhof Member of the Federal Advisory Board

Raiffeisenlandesbank Burgenland registrierte Genossenschaft mit beschränkter Haftung RBE Holding eGen Erwin Tinhof und Mitbesitzer

current position

Deputy to the Representative Representative Representative

Chairman of the Supervisory Council Representative Personally liable shareholder

State Commissioners Ministerialrat Mag. Alfred Lejsek

Staatskommissär (state commissioner)

Ministerialrat Mag. Johann Palkovitsch

Staatskommissär-Stellvertreter (deputy state commissioner)

The shareholders meeting of RZB is scheduled for 18 June 2009 and hence, new members of the boards of RZB may be appointed and / or current members of the boards may be replaced. All the members of the bodies named above can be reached at the address of RZB c/o Vorstandssekretariat (Managing Board Office), Am Stadtpark 9, 1030 Vienna, Republic of Austria. 4.9.1

Conflicts of interest

RZB declares that to the best of its knowledge and belief and based on enquiries carried out for the purpose of ascertaining potential conflicts of interest of members of the Managing Board, the Supervisory Board, the Länderkuratorium and senior management (which is the managerial level immediately below the Managing Board), there are no potential conflicts of interest between any duties to RZB of the members of the Managing Board, the Supervisory Board, the Länderkuratorium or of members of senior management and their private interests and/or other duties apart from those stated below. It is true that, generally, all members of the Managing Board and senior management of RZB have potential conflicts of interest in individual cases with regard to the companies and foundations in which they hold managing board or supervisory board seats or perform similar functions (as listed under “Administrative, Management and Supervisory Bodies” above) if as a result of the RZB Group's banking operations RZB has an active business relationship with those entities. RZB benefits from the expertise of its Supervisory Board members, many of whom also manage regional banks. They may also have duties to entities outside the Raiffeisen Banking Group. Those entities may also compete with RZB.

4.10

MAJOR SHAREHOLDERS

The following table sets out the share capital of RZB, and the effective shareholdings in RZB of its shareholders as of the date of this Prospectus: Share capital of RZB Total shares ................................................................................................ Of which ordinary shares ............................................................................ Of which preference shares ........................................................................ Total share capital (in EUR)........................................................................

6,105,874 5,539,885 565,989 443,713,863.58

Ordinary Shares (%)

Shareholders as of 30 December 2008

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Preference Shares (%)

Total (%)

RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG.......... Raiffeisen-Landesbank Steiermark AG................................................. Raiffeisenlandesbank Oberösterreich Aktiengesellschaft Raiffeisen-Landesbank Tirol AG ........................................................... RAIFFEISEN BETEILIGUNG (Salzburg) .............................................. Raiffeisenlandesbank Kärnten – Rechenzentrum und Revisionsverband, registrierte Genossenschaft mit beschränkter Haftung ................................................................................................. Raiffeisenlandesbank Burgenland und Revisionsverband registrierte Genossenschaft mit beschränkter Haftung ...................... Raiffeisenlandesbank Vorarlberg Waren- und Revisionsverband registrierte Genossenschaft mit beschränkter Haftung......................... R-Landesbanken-Beteiligung GmbH* ......................................... ZVEZA BANK, registrirana zadruga z omejenim jamstvom, Bank und Revisionsverband registrierte Genossenschaft mit beschränkter Haftung ................................................................................................. Total held directly and indirectly by Regional Raiffeisen Banks .... UBG-Bankenbeteiligungs Gesellschaft m. b. H.. .................................. UNIQA Versicherungen AG .................................................................. RWA Raiffeisen Ware Austria Aktiengesellschaft HYPO INVESTMENTBANK AG............................................................ HSE Beteiligungs GmbH....................................................................... Total held by entities other than Regional Raiffeisen Banks .......... TOTAL ...................................................................................................

0.08 0.0002 0.0002 0.01 3.61

0.51 0.18 0.18 0.01 0.40

0.58 0.18 0.18 0.02 4.01

1.06

0.15

1.21

0.15

0.00

0.15

0.11 73.51

0.00 7.84

0.11 81.35

0.04 78.56 5.15 2.64 2.58 1.17 0.63 12.17 90.73

0.00 9.27 0.00 0.00 0.00 0.00 0.00 0.00 9.27

0.04 87.83** 5.15 2.64 2.58 1.17 0.63 12.17 100.00

* R-Landesbanken-Beteiligung GmbH is in turn wholly owned by Raiffeisen-Landesbanken-Holding GmbH, which is itself owned by the following companies: Agroconsult Austria Gesellschaft m.b.H. (2.20%) KONKRETA Beteiligungsverwaltungs GmbH (18.14%) RLB Burgenland Sektorbeteiligungs GmbH (5.51%) RLB NÖ-Wien Sektorbeteiligungs GmbH (37.89%) RLB OÖ Sektorbeteiligungs GmbH (18.14%) RLB Tirol Holding Verwaltungs GmbH (7.16%) RLB Unternehmensbeteiligungs GmbH (5.44%) RLB-Vorarlberg Sektorbeteiligungs GmbH (5.51%)

RZB is not aware of any arrangements the operation of which may at a subsequent date result in a change in control of RZB.

4.11

FINANCIAL INFORMATION

4.11.1 Financial statements and other information concerning RZB’s assets and liabilities, financial position and profits and losses Accounting Standards The non-consolidated annual financial statements for the financial years 2007 and 2008 were prepared in accordance with Austrian national accounting standards (UGB and BWG). Under section 245a par 2 UGB (Commercial Code) and section 59a BWG (Banking Act) the consolidated annual financial statements for the financial years 2007 and 2008 were prepared in accordance with the International Financial Reporting Standards (IFRS). Auditing of historical annual financial information The non-consolidated annual financial statements of RZB as well as the consolidated annual financial statements and the management's reports of the RZB Group, as at and for the financial year ended 31 December 2007 and 2008 were audited in accordance with national legal requirements by KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Porzellangasse 51, A-1090 Vienna, represented by Mag. Wilhelm Kovsca and Mag. Rainer Hassler, Austrian Chartered Accountants, for the annual financial statements 2008. Unqualified auditors' opinions, which do not contain any qualifications or disclaimers, were issued for the non-consolidated annual financial statements of RZB as well as the consolidated annual financial statements of RZB Group for the financial years ended 31 December 2007 and 2008 respectively. The term unqualified auditors' opinion is used in this Prospectus, as this is a fair translation of the actual document name (uneingeschränkter Bestätigungsvermerk).KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft is a

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member of the Kammer der Wirtschaftstreuhänder (chamber of professional accountants and tax advisors) in Austria. The information contained in this Prospectus has not been audited by the auditors unless otherwise expressly stated. Where financial data is used in this Prospectus that has not been extracted from RZB’s audited financial statements, the source of such data is clearly stated together with the fact that such data was not audited by the auditors. Age of latest Audited Financial Information The date of the latest audited financial information for both RZB and the RZB Group is 31 December 2008. Interim and other financial information RZB does not publish non-consolidated semi-annual interim financial information. The RZB Group publishes unaudited half-yearly interim reports and since, 1 January 2009, unaudited quarterly interim reports.

4.12

LEGAL AND ARBITRATION PROCEEDINGS

RZB is involved in legal disputes arising in the course of its ordinary business activities. Although it is not ultimately possible to predict the outcome of pending proceedings, including those described below, the management of RZB is confident that the outcome of all these proceedings, whether individually or as a whole, will not have a significant adverse effect on RZB's financial position. As far as RZB is currently aware, save as disclosed in this Prospectus, neither legal proceedings nor arbitration proceedings nor so-called Verwaltungsverfahren (administrative proceedings) in the 12 months preceeding the date of this Prospectus may have or have had a significant effect on RZB's assets, financial position or profitability. Ongoing proceedings of significance: On 11 June 2002, the European Commission imposed a fine of EUR 124.26 million on eight large Austrian banks because of an alleged breach of Article 81 (EC Treaty), which deals with agreements between undertakings, decisions by associations of undertakings and concerted practices which may affect trade between Member States (cartel proceedings). The fine imposed on RZB was EUR 30.38 million and has been settled in the meantime. The European Court of First Instance rendered a ruling that upheld the above mentioned decision of the European Commission dated 11 June 2002. The decision by the European Court of Justice is still pending and a final decision is expected to be rendered sometimes in 2009. Upon implementation of the Directive on Financial Conglomerates in Austria by means of the Austrian Financial Conglomerates Act (Finanzkonglomerategesetz) effective as of 1 January 2005, financial groups which are materially engaged in both banking and insurance activities have become subject to supplementary supervision by the FMA. The FMA decided that as a result of RZB's shareholding in the Uniqa Insurance Group, RZB should be subject to supplementary supervision by it. RZB lodged complaints against the decision of the FMA with the Austrian Administrative Court (Verwaltungsgerichtshof) and the Austrian Constitutional Court (Verfassungsgerichtshof). The Administrative Court complaint is still pending. In addition, on 12 November 2007 and on 1 August 2008, the FMA issued two decisions on the specific duties imposed on RZB in relation to the supplementary supervision under the Finanzkonglomerategesetz, which relate to capital adequacy, risk concentration and intra-group transactions. These decisions have not been contested by RZB. A multitude of customers of AMIS Assets Management Investment Services AG (formerly known as AMV Asset Management Vermögensverwaltungs AG, "AMS") set up a direct debit, in connection with entering into contractual arrangements with AMIS, which granted an authority to deduct funds from bank accounts (Einzugsermächtigung). Credit institutions in Luxembourg, which were responsible for the administration of funds distributed by AMIS, deducted funds from customers in relation to investing into the funds of AMIS based on the aforementioned authorization. In the end, such deductions were no

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longer made through the Luxembourg credit institutions, but through a different entity. The recipients of such funds engaged RZB, which was not engaged in any business activities whatsoever with AMIS, in deducting such funds. In 2005, insolvency proceedings were initiated against the assets of AMIS as a result of the misuse of entrusted assets. AMIS was convicted for fraudulent activities by the criminal courts. Customers of AMIS brought a class action against AMIS. Counsel for the customers argued that the authorizations granted to deduct the funds from customer accounts were inadequate. As a result RZB may be obliged to refund the payments in question. RZB is contesting this alleged obligation, however, it has made allowances based on the risk assessment of the situation. So far, no legal proceedings have been initiated against RZB. In August 2007, RZB was sued by a company incorporated in the British Virgin Islands, for a payment of USD 20.8 million (subject to further increase by up to USD 45 million). The claim concerns business transactions in relation to a business relationship which has, in the meantime, been terminated. In particular, the claimant argues that RZB owes interest payments (inter alia, for a period of time where the relevant account was blocked by court order) as well as that RZB has allegedly given misleading advice in connection with the transfer of funds and executed securities transactions in error. This court action is pending at the court of first instance. RZB believes that such allegations have no merit and based on its assessment that such claims carry a low risk, has made low provisions for it accordingly. An investigation against VK Mühlen AG (as well as against 18 other market participants), located in Hamburg, (RZB accounts for an indirect holding of 9.5 per cent. via the Leipnik-Lundenburger Invest Beteiligungs AG ("LLI")) was initiated by competition authorities regarding the potential infringement of competition laws. A provision of EUR 7.4 million has been made based on RZB's assessment of the merits of the claim. Furthermore, the tendency remains, especially in connection with the current financial crisis, that market participants adopt a more aggressive attitute in legal or other proceedings. This is also true for financial institutions, with which amicable settlements could normally be reached in the past. This also applies to financial institutions, with which RZB has relationships originating from syndicated loan facilities, in which RZB participates in various functions, such as syndicate member or agent.

4.13

SIGNIFICANT CHANGES

Save as disclosed in this Prospectus, there has been no significant change in the financial position of RZB or the RZB Group since 31 March 2009.

4.14

MATERIAL CONTRACTS

Other than as stated below, there are no material contracts that have been entered into by RZB outside the ordinary course of business, which could result in any group member of the RZB Group being under an obligation or entitlement that is material to the ability of the Issuer or RZB to meet their respective obligations under the Capital Notes or the Support Agreement. Syndication Agreements RZB's shareholders have concluded a syndication agreement, which provides for pre-emption rights of the syndicate parties and an appointment right for the formation of the supervisory board's and the board of trustees. In addition, the Raiffeisenlandesbanken in its capacity as RZB's major shareholder has entered into another syndication agreement with the main shareholders of RZB. This agreement provides for a right of first refusal for the shares of such shareholders as well as appointment rights for the formation of the supervisory board and the state's board of trustees. Agreements with the Republic of Austria Under the Interbank Market Support Act (Interbankmarktstärkungsgesetz; "IBSG") the Republic of Austria, represented by the Minister of Finance entered into three agreements with RZB and issued three unconditional and irrevocable guarantees dated 2 February 2009, 9 March 2009 and 27 April 2009 for the benefit of RZB in connection with government guaranteed bonds issued by RZB in the aggregate principal amount of EUR 1.5 billion for a duration of five years on 5 February 2009, in the aggregate principal amount of EUR 1.25 billion for a duration of three years on the 13 March 2009 and in the aggregate principal amount of EUR 1.5 billion for a duration of two years on 4 May 2009. In turn, RZB is

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obliged to pay the Republic of Austria remuneration in return for these guarantees. Such remuneration is calculated on the basis of Austria's actual risk by reference to certain credit default swap-spreads of certain of RZB's debt instruments. Each guarantee agreement also imposes certain obligations on RZB, which include the obligation to use the proceeds obtained through the guaranteed bonds for granting loans within the Austrian economy, obligations to comply and apply appropriate salary systems, employment considerations and a sustainable business policy as well as extensive obligations to notify, inform and communicate to and with Austria, and in case of a draw down of any of the guarantees, the obligation to submit a restructuring plan. Further, RZB has entered into a principal agreement with the Republic of Austia to subscribe for participation capital (Grundsatzvereinbarung) (see "Recent Material Events"). Other material agreements RZB is the central institution of the Austrian branch of the Raiffeisen banking group on a national level. Therefore, it has entered into an agreement regarding the liquidity equalisation with Raiffeisenlandesbanken and the special institutions of Raiffeisen on a national level as well as in connection with the holding of a regulatory liquidity reserve according to §25 par. 13 BWG. In case the affiliated institutions require further liquidity, which would exceed the liquidity reserve held by RZB, the board of liquidity reserves (consisting of RZB's director general and Raiffeisenlandesbanken) shall decide unanimously the granting of such further liquidity. Further, it is RZB's understanding that in case of an emergency further liquidity will be provided at the request of an affiliated credit institution. In addition to the above, no other material contracts have been entered into in the past two years beyond those entered into in the ordinary course of business by members of the RZB Group, which could have a material adverse effect on the ability of the RZB Group or a Group member to comply with its obligations under the Capital Notes.

4.15

THIRD PARTY INFORMATION/ STATEMENTS BY EXPERTS/ DECLARATIONS OF ANY INTEREST

This Prospectus does not include any statement or report attributed to a person as an expert. Where information has been sourced from a third party, RZB confirms that to the best of its knowledge such information has been accurately reproduced and that so far as RZB is aware and able to ascertain from information published by such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The sources of such information are stated where such information appears in this Prospectus.

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5.

DOCUMENTS INCORPORATED BY REFERENCE AND ON DISPLAY

5.1

DOCUMENTS INCORPORATED BY REFERENCE

5.1.1

Documents incorporated by reference of the Issuer

The following documents of the Issuer have previously been published and filed with the CSSF and shall be incorporated in, and form part of, this Prospectus: (a)

the audited financial statements of the Issuer for the years ended 31 December 2007 and 31 December 2008 respectively, together with the notes thereto.

The financial statements referred to above have been audited and can be found in the Annual Reports 2007 and 2008 of the Issuer as noted below. The following cross-reference list sets out where the information incorporated by reference referred to above may be found. Any information not listed in the cross reference list but included in the documents incorporated by reference is given for information purposes only. Item

Reference

Income Statement for year ended 31 December 2007

Annual Report 2007, page 6

Balance Sheet at 31 December 2007

Annual Report 2007, page 4

Statement of changes in equity

Annual Report 2007, page 5

Cash Flow Statement 2007

Annual Report 2007, page 7

Notes to the 2007 Financial Statements

Annual Report 2007, page 9 to 19 (inclusive)

Income Statement for year ended 31 December 2008

Annual Report 2008, page 6

Balance Sheet at 31 December 2008

Annual Report 2008, page 4

Statement of changes in equity

Annual Report 2008, page5

Cash Flow Statement 2008

Annual Report 2008, page 7

Notes to the 2008 Financial Statements

Annual Report 2008, page 8 to 19 (inclusive) Annual Report 2007, page 20 to 21 (inclusive) Annual Report 2008, page 20 to 21 (inclusive)

Report of the Auditors 2007 and 2008

The Issuer will provide, without charge, to each person to whom a copy of this Prospectus has been delivered, upon the oral or written request of any such person, a copy of any or all of the documents which, or portions of which, are incorporated herein by reference. Written or oral requests for such documents should be directed to the Issuer at its head office at 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands, telephone: +44 (0) 1534 609 000 or fax: +44 (0) 1534 609 333. In addition, such documents will be available, free of charge, from the principal office of BNP Paribas Securities Service, Luxembourg Branch in its capacity as listing agent (the “Listing Agent”) for the Capital Notes. The documents incorporated by reference into this Prospectus are also available on the internet website of the Luxembourg Stock Exchange (www.bourse.lu). 5.1.2

Documents incorporated by reference relating to the RZB Group

The following documents of RZB have previously been published and filed with the CSSF and shall be incorporated in, and to form part of, this Prospectus: (a)

the audited consolidated financial statements (including the auditors' opinion thereon and notes thereto) of the RZB Group in respect of the financial years ended 31 December 2007 and 31 December 2008 (set out on pages 158 to 319 of the 2007 annual reports of RZB and 126 to 243 of the 2008 annual reports of RZB, respectively); and

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(b)

the unaudited consolidated interim financial statements of the RZB Group in respect of the first three months ended 31 March 2009 (set out on pages 32 to 66 of the interim financial report of the first quarter of the RZB Group for 2009).

The following cross-reference list sets out where the information incorporated by reference referred to above may be found. Any information not listed in the cross reference list but included in the documents incorporated by reference is given for information purposes only.

Audited consolidated financial statements for the financial year ended 31 December 2007

Extracted from the published RZB Group Annual Report 2007

Consolidated Balance Sheet Consolidated Income Statement Consolidated Statement of Cash Flows Auditors’ Opinion Notes to the Consolidated Financial Statements

- page 162 to 163 - page 158-159 - pages 168 to 169 - pages 312 to 313 - pages 180 to 311

Audited consolidated financial statements for the financial year ended 31 December 2008

Extracted from the published RZB Group Annual Report 2008

Consolidated Balance Sheet Consolidated Income Statement Consolidated Statement of Cash Flows Auditors’ Opinion Notes to the Consolidated Financial Statements

- page 128 - page 126 - pages 131 to 132 - pages 238 to 239 - pages 140 to 237 See section 4.4.7 “Risk management and Structure”

Unaudited consolidated interim financial statements in respect of the three months ended 31 March 2009

Extracted from the published RZB Group Interim Financial Report for the first quarter of 2009

Consolidated Balance Sheet Consolidated Income Statement Consolidated Statement of Cash Flows Notes to the Consolidated Financial Statements

- page 34 - page 32 - page 36 - pages 40 to 66

RZB will provide, without charge, to each person to whom a copy of this Prospectus has been delivered, upon the oral or written request of any such person, a copy of any or all of the documents which, or portions of which, are incorporated herein by reference. Written or oral requests for such documents should be directed to the Issuer at its head office set out at the end of this Prospectus. In addition, such documents will be available, free of charge, from the principal office of the Listing Agent. The documents incorporated by reference into this Prospectus are also available on the internet website of the Luxembourg Stock Exchange (www.bourse.lu).

5.2

DOCUMENTS ON DISPLAY

For so long as any of the Capital Notes remain outstanding, copies of the following documents (together, if available, with an English translation thereof) will, upon request, be available during normal business hours free of charge at the registered offices of the Issuer and RZB and at the specified offices of the Paying Agent shown on the back page of this Prospectus: (a)

the memorandum and articles of association of the Issuer;

(b)

the articles of association of RZB;

(c)

the consolidated audited annual accounts of RZB Group for the financial years ended 31 December 2007 and 31 December 2008;

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(d)

the consolidated and unaudited interim financial statements of RZB Group for the period ended 31 March 2009;

(e)

the audited annual accounts of the Issuer for the financial years ended 31 December 2007 and 31 December 2008

(f)

the Support Agreement; and

(g)

the Agency Agreement.

The most recently published (as well as historical) consolidated audited annual financial statements and consolidated unaudited interim financial statements of the RZB Group are available on RZB's web site (www.rzb.at). For so long as the Capital Notes are listed on the Luxembourg Stock Exchange, the most recently published consolidated audited annual financial statements and consolidated unaudited interim financial statements of the RZB Group, and the most recently published audited annual accounts of the Issuer, will also be available at the offices of the Paying Agent, shown on the back page of this Prospectus. RZB does not publish non-consolidated interim financial statements.

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6. 6.1

DESCRIPTION OF THE CAPITAL NOTES

PERSONS RESPONSIBLE

Prospective investors should refer to the “Persons Responsible” of the Issuer and RZB set out in sections 3.1 and 4.1 of this Prospectus respectively.

6.2

RISK FACTORS

Prospective investors should refer to the “Risk Factors” set out in section 2 of this Prospectus.

6.3

KEY INFORMATION

No person other than the Issuer or the RZB Group has a material interest in the issue of the Capital Notes under this Prospectus whether conflicting or otherwise.

6.4

INFORMATION CONCERNING THE CAPITAL NOTES

6.4.1

Total amount of the Capital Notes to be admitted to trading

The total amount of the Capital Notes to be admitted to trading will be EUR [•] million. 6.4.2

Description of the capital notes

The ISIN number and common code of the Capital Notes is [•] and [•] respectively. Further particulars of the Capital Notes are set out in section 7 (Terms and Conditions of the Capital Notes) of this Prospectus. 6.4.3

Legislation under which the capital notes were created

The Capital Notes and the Coupons are expressed to be governed by English law, except where such notes are governed by Austrian law (in respect of the provisions regarding distributable profits and amounts payable in the case of a liquidation of RZB). 6.4.4

Form of the capital notes

The Capital Notes and the Coupons will be in bearer form and initially represented by one or more global notes to be deposited on the Closing Date with a common depositary for Euroclear and Clearstream Luxembourg. The Capital Notes will be issued in definitive form only in certain limited circumstances as more particularly described in section 8 (Summary of Provisions relating to the Capital Notes in Global Form) of this Prospectus. 6.4.5

Currency and denominations

The Capital Notes will be issued in denominations of EUR 50,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 99,000. Each Capital Note will have a Liquidation Preference (as defined in the "Terms and Conditions of the Capital Notes") equal to the principal amount of that Capital Note. No Capital Notes in definitive form will be issued with a denomination above EUR 99,000. 6.4.6

Rankings of the capital notes and the Coupons

The Capital Notes and the Coupons are subordinated obligations of the Issuer and the Support Agreement is a subordinated obligation of RZB, in each case as further described in section 7 (Terms and Conditions of the Capital Notes) and section 10 (Support Agreement) of this Prospectus respectively. 6.4.7

Rights and restrictions attached to the capital notes

Full particulars of the Capital Notes are set out in section 7 (Terms and Conditions of the Capital Notes) of this Prospectus.

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6.4.8

Nominal interest rate and interest payment

Interest shall be payable on the Capital Notes as follows: (a)

from (and including) [1] July 2009 to (but excluding) 16 May 2016 (the “Reset Date”) at a fixed rate of 15 per cent. per annum payable annually in arrear with the first interest payment being made on 16 May 2010 (first short coupon) and 16 May in each year thereafter; and

(b)

from (and including) the Reset Date at a rate of [•] per cent. per annum above three month EURIBOR (see the definition of Reference Rate in the Terms and Conditions of the Capital Notes) payable quarterly in arrear on 16 May, 16 August, 16 November and 16 May in each year, commencing on 16 August 2016.

Details concerning the following matters are set out in section 7 (Terms and Conditions of the Capital Notes) of this Prospectus: the time limits on the validity of claims to interest and repayment of principal, any market disruption or settlement disruption events that affect the underlying (where interest rate is not fixed) and adjustment rules in relation to events concerning the underlying. BNP Paribas Securities Service, Luxembourg Branch has been appointed as the calculation agent. 6.4.9

Maturity

The Capital Notes do not have a maturity and are not redeemable at any time at the option of the Noteholders. The Capital Notes are redeemable at the option of the Issuer, subject to certain terms and conditions as more particularly set out in section 7 (Terms and Conditions of the Capital Notes) of this Prospectus. 6.4.10

Yield

Due to the perpetual nature of the Capital Notes, the yield cannot be determined and therefore cannot be specified. 6.4.11

Representation of security holders

Not applicable. 6.4.12

Approvals

The creation and issue of the Capital Notes by the Issuer has been duly authorised by a resolution of the Board of Directors of the Issuer passed on 15 June 2009. The execution of the Support Agreement by RZB has been duly authorised by resolutions of its Managing Board of Directors passed on 15 June 2009 and of its Supervisory Board on 17 December 2008. All consents, approvals, authorisations or other orders of all regulatory authorities required by the Issuer and/or RZB under the laws of Jersey and Austria (as applicable) have been given for the issue of the Capital Notes and for the Issuer and RZB, as the case may be, to undertake and perform their respective obligations under each of the Agency Agreement, the Capital Notes and the Support Agreement. 6.4.13

Issue date of the Capital Notes

It is expected that the Capital Notes will be issued on [1] July 2009. 6.4.14

Transfer of the capital notes

There are no restrictions on the transfer of the Capital Notes. As the Capital Notes are in bearer form, title thereto shall pass by delivery.

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6.5

ADMISSION TO TRADING/ DEALING ARRANGEMENTS

Application has been made to the Luxembourg Stock Exchange for the Capital Notes to be admitted to listing on the official list of the Luxembourg Stock Exchange and admission to trading has been sought on the regulated market of the Luxembourg Stock Exchange, a regulated market for the purposes of Directive 2004/39/EC. At the date hereof it is not intended that similar applications will be made to other regulated markets (or equivalent markets). The earliest date on which the Capital Notes will be admitted to trading are currently expected to be [1] July 2009, however prospective investors should be aware that this is subject to regulatory approval. The paying agent is BNP Paribas Securities Service, Luxembourg Branch (33 rue de Gasperich, Howald-Hesperange, L-2085 Luxembourg).

6.6

EXPENSES OF THE ADMISSION TO TRADING

The Issuer currently estimates the total expenses related to the admission to trading to be approximately EUR [•].

6.7

ADDITIONAL INFORMATION

6.7.1

Advisors

There are no advisors appointed in relation to the Capital Notes. 6.7.2

Auditors’ report

Other than the audit reports of the Issuer’s auditors referred to in section 5.1.1, no report has been produced by the Issuer's auditors. 6.7.3

Experts

Save as stated in section 6.7.2, this Prospectus does not include any statement or report attributed to a person as an expert. 6.7.4

Third party sources

Where information has been sourced from a third party, RZB confirms that to the best of its knowledge such information has been accurately reproduced and that so far as RZB is aware and able to ascertain from information published by such third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. The sources of such information are stated where such information appears in this Prospectus. 6.7.5

Ratings

The Capital Notes are expected to be assigned a ["Baa1"] rating by Moody's Investors Service Inc. and a [BBB]- rating by Standard & Poor's Rating Services (a division of The McGraw-Hill Companies Inc.).

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7.

TERMS AND CONDITIONS OF THE CAPITAL NOTES

The following is the text of the Terms and Conditions of the Capital Notes which (subject to completion and amendment) will be endorsed on each Capital Note in definitive form. The EUR [●] Non-cumulative Subordinated Perpetual Callable Fixed to Floating Rate Capital Notes (the “Capital Notes”, which expression includes any further Capital Notes issued pursuant to Condition 12 (Further issues) and forming a single series therewith) of RZB Finance (Jersey) IV Limited (the “Issuer”) are the subject of (a) a support agreement dated [1] July 2009 (as amended or supplemented from time to time, the “Support Agreement”) entered into by Raiffeisen Zentralbank Österreich Aktiengesellschaft (the “Support Agreement Provider” or “RZB”) and (b) a fiscal agency agreement dated on or around [1] July 2009 (as amended or supplemented from time to time, the “Agency Agreement”) between the Issuer, the Support Agreement Provider, BNP Paribas Securities Services, Luxembourg Branch as fiscal agent (the “Fiscal Agent”, which expression includes any successor fiscal agent appointed from time to time in connection with the Capital Notes, and together with any additional paying agent(s), appointed from time to time in connection with the Capital Notes, the "Paying Agents") and BNP Paribas Securities Services, Luxembourg Branch as calculation agent (the “Calculation Agent”, which expression includes any successor calculation agent appointed from time to time in connection with the Capital Notes). Certain provisions of these Conditions are summaries of the Support Agreement and the Agency Agreement and subject to their detailed provisions. The holders of the Capital Notes (the “Noteholders”) and the holders of the interest coupons and the talons (the "Talons") for further interest coupons appertaining to the Capital Notes (the "Couponholders" and the "Coupons" (which expressions shall in these Terms and Conditions of the Capital Notes, unless the context otherwise requires, include the holders of the Talons and the Talons, respectively)) are bound by, and are deemed to have notice of, all the provisions of the Support Agreement and the Agency Agreement applicable to them. Copies of the Support Agreement and the Agency Agreement are available for inspection by Noteholders and Couponholders during normal business hours at the Specified Offices (as defined in the Agency Agreement) of each of the Paying Agents, the initial Specified Offices of which are set out below. In these Conditions the following expressions have the following meanings:

1.

Definitions

“2003 Preferred Securities” means the 1,000,000 perpetual non-cumulative non-voting fixed/floating rate preferred securities issued by RZB Finance (Jersey) II Limited having the benefit of a support agreement dated 31 July 2003 executed and delivered by RZB and RZB Finance (Jersey) II Limited; “2004 Capital Notes” means the Euro 200,000,000 perpetual non-cumulative subordinated floating rate capital notes issued by RZB Finance (Jersey) III Limited having the benefit of a support agreement dated 15 June 2004 executed and delivered by RZB and RZB Finance (Jersey) III Limited; “2006 Capital Notes” means the Euro 500,000,000 non-cumulative subordinated perpetual callable step-up fixed to floating rate capital notes issued by the Issuer and having the benefit of a support agreement dated 12 May 2006 executed and delivered by RZB and the Issuer; “Adjusted Comparable Yield” will be the yield at the Redemption Calculation Date (as defined below) on the euro benchmark security selected by the Calculation Agent, after consultation with RZB, as having a maturity comparable to the remaining term of the Capital Notes to 16 May 2016, that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues or corporate debt securities of comparable maturity to 16 May 2016; “Agents” means the Fiscal Agent, the Calculation Agent and any of the Paying Agents, or such other entity as is appointed by the Issuer and the Support Agreement Provider and notified to the Noteholders in accordance with Condition 13 (Notices) and “Agent” means any one of the Agents; “Asset Parity Security” means any capital note, preference share, preferred security or other security issued by RZB, the Issuer or any other Subsidiary of RZB (a) ranking pari passu as to participation in the assets of RZB with RZB’s obligations under the Support Agreement (including, for the avoidance of doubt and without limitation the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes), or (b) entitled to the benefit of a guarantee or support agreement from RZB ranking pari passu as to participation in the assets of RZB with RZB’s obligations under the Support Agreement (including, for the avoidance of doubt and without limitation, the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes);

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“Bank Share Capital” means the common shares of RZB, together with all other securities of RZB (including Vorzugsaktien), ranking pari passu with the common shares of RZB as to participation in a liquidation surplus; “Business Day” means a day on which TARGET2 is operating; “BWG” means the Austrian Banking Act (Bankwesengesetz) as amended from time to time; “Core Capital” means capital which qualifies as core regulatory capital (Kernkapital) of RZB for Austrian Banking Capital Adequacy purposes as defined in BWG and/or as determined by the FMA or any successor thereto performing for the time being the same or similar functions in relation to banks in Austria; “Distributable Funds” of the Issuer for any Interest Period means the distributions and redemption payments deriving from the Investments and any amounts received by the Issuer under the Support Agreement; “Distributable Profits” means, in respect of each fiscal year of RZB, the aggregate amount, as calculated as of the end of the immediately preceding fiscal year in the individual financial statements of RZB, of accumulated retained earnings and any other reserves and surpluses capable under Austrian law of being available for distribution as cash dividends to holders of Bank Share Capital, but before deduction of the amount of any dividend or other distribution declared on Bank Share Capital in respect of such prior fiscal year; “euro” and “EUR” mean the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty and whose smallest subdivision shall be one hundredth of a euro or one “cent”; “Euro-zone” means the region comprised of member states of the European Union that adopt or have adopted the single currency in accordance with the Treaty; “Excess Distributable Funds Payment” has the meaning set out in Condition 4(f); “Exchange Offer” means the invitation by the Issuer to certain holders of the 2006 Capital Notes to offer to exchange their 2006 Capital Notes for the Capital Notes, as set out in an exchange offer memorandum of the Issuer dated 18 June 2009; “FMA” means the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde); “Interest Parity Securities” means any preference share, capital note or other security (a) issued by RZB and ranking pari passu as to payment of dividends, interest or distributions with RZB’s obligations under the Support Agreement, or (b) issued by the Issuer or any other SPV and entitled to the benefit of a guarantee or support agreement from RZB ranking pari passu as to payment of dividends, interest or distributions with RZB’s obligations under the Support Agreement which in both cases include an Optional Non-Payment Right or equivalent wording; “Interest Payments” means the interest payments on the Capital Notes; “Investments” means Supplementary Capital with a principal amount equal to the initial aggregate principal amount of the Capital Notes; “Junior Securities” means (i) common shares of RZB, (ii) each class of preference shares of RZB ranking junior to Parity Securities of RZB, if any, and any other instrument of RZB ranking pari passu with or junior to such class of preference shares of RZB and (iii) preference shares or any other instrument of any Subsidiary of RZB subject to any guarantee or support agreement of RZB ranking junior to the obligations of RZB under the Support Agreement; “Liquidation Distribution” means, in respect of each Capital Note means the Liquidation Preference and, in respect of each relevant Coupon, accrued and unpaid interest for the then current Interest Period to the date of payment; “Liquidation Preference” means, in respect of each Capital Note, the principal amount of such Capital Note or, in relation to any other preference shares, preferred securities or capital notes of the Issuer

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ranking pari passu with the Capital Notes as regards participation in the assets of the Issuer, such amount as the holders are entitled to receive by way of liquidation preference per preference share, preferred security or capital note held by them in the event of any voluntary or involuntary winding-up of the Issuer; “Make Whole Amount” means an amount payable in respect of each Capital Note upon redemption pursuant to Condition 5(b) and which shall be calculated in accordance with Condition 5(b); “Parity Security” means any preference share, capital note or other security (a) issued by RZB and ranking pari passu as to payment of dividends, interest or distributions with RZB’s obligations under the Support Agreement (including, for the avoidance of doubt and without limitation, the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes) or (b) issued by the Issuer or any other Subsidiary of RZB and entitled to the benefit of a guarantee or support agreement from RZB ranking pari passu as to payment of dividends, interest or distributions with RZB’s obligations under the Support Agreement (including, for the avoidance of doubt and without limitation, the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes); “Redemption Calculation Date” means the third Business Day prior to the Specified Redemption Date; “Redemption Price” in respect of each Capital Note means the Liquidation Preference of such Capital Note plus accrued and unpaid interest for the then current Interest Period ending on the date determined for redemption; “RZB Group” means RZB together with its Subsidiaries; “Specified Redemption Date” means any date on which the Capital Notes are redeemed for tax reasons or for regulatory reasons pursuant to Condition 5(b); “SPV” means a special purpose vehicle which is a Subsidiary of RZB incorporated for the purpose of raising funds for the RZB Group by issuing preference shares, capital notes and other securities; “Subsidiary” means: (a)

in the case of RZB, a fully consolidated direct or indirect subsidiary of RZB (within the meaning of section 228(3) of the Austrian Commercial Code); and

(b)

in the case of the Issuer, any company in which: (i)

the Issuer holds a majority of the voting rights; or

(ii)

the Issuer is a member and has the right to appoint or remove a majority of its board of directors; or

(iii)

the Issuer is a member and controls alone, pursuant to an agreement with other members, a majority of the voting rights in such company,

in each case whether directly or indirectly through one or more companies; “Supplementary Capital” (Ergänzungskapital) means paid-up capital within the meaning of section 23(1) no. 5 and (7) of the BWG and which complies with the requirements of section 24(2) No.5 and 6 and section 45(4) of the BWG; “Support Agreement” means the support agreement to be dated [1] July 2009 and made between RZB and the Issuer in relation to the Capital Notes; “TARGET2” means the Trans-European Automatic Real-Time Gross Settlement Express Transfer (TARGET2) payment system for euro which utilises a single shared platform and which was launched on 19 November 2007 or any successor thereto; and “Treaty” means the Treaty establishing the European Community, as amended.

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2.

Form, Denomination and Title

The Capital Notes are in bearer form in the denomination of EUR 50,000 and integral multiples of EUR 1,000 in excess thereof up to and including EUR 99,000 with Coupons and one Talon attached on issue. Title to the Capital Notes and the Coupons will pass by delivery. Any Noteholder and Couponholder shall (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not the Capital Note or the Coupon is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing thereon or any notice of any previous loss or theft thereof) and no person shall be liable for so treating such holder.

3.

Status and Support Agreement

(a)

Status of the Capital Notes and the Coupons: The Capital Notes and the Coupons constitute direct, general and unconditional obligations of the Issuer which will at all times rank (i) senior to the ordinary share capital of the Issuer, (ii) pari passu among themselves and at least pari passu with all other present and future preference shares, capital notes or other securities issued by the Issuer which rank pari passu with the Capital Notes and the Coupons and (iii) junior to all current and future senior and other unsubordinated and subordinated debt obligations of the Issuer. Notwithstanding the availability of sufficient Distributable Funds, the payment obligations of the Issuer in respect of the Capital Notes and the Coupons, in particular for the payment of interest and, if applicable, for the redemption of the Capital Notes, constitute obligations of the Issuer which are subordinated to all current and future senior and other unsubordinated and subordinated debt obligations of the Issuer.

(b)

Limited Recourse: The Capital Notes and the Coupons are limited recourse obligations of the Issuer. Principal and interest on the Capital Notes and the Coupons, respectively, will be solely payable by the Issuer from Distributable Funds.

(c)

Support Agreement: The Support Agreement Provider has in the Support Agreement unconditionally and irrevocably undertaken that if at any time the Issuer has insufficient funds to enable it to meet in full its obligations in respect of the Capital Notes and the Coupons as and when such obligations fall due, to make available to the Issuer sufficient funds to meet such payment obligations. The Support Agreement Provider’s obligations under the Support Agreement constitute unsecured obligations of the Support Agreement Provider and rank and will at all times rank (a) junior to all liabilities of the Support Agreement Provider (other than any liability expressed to rank pari passu with or junior to the Support Agreement), (b) pari passu with all payment obligations of the Support Agreement Provider in respect of Asset Parity Securities, (c) pari passu with the Support Agreement Provider’s obligations in connection with the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes and (d) senior to Bank Share Capital.

4.

Interest

(a)

Accrual of interest: The Capital Notes bear interest: (i)

from (and including) [1] July 2009 (the “Issue Date”) to (but excluding) 16 May 2016 (the “Reset Date”) at a fixed rate of 15 per cent. per annum payable annually in arrear with the first interest payment being made on 16 May 2010 (short first coupon) and 16 May in each year (each an “Interest Payment Date”) thereafter; and

(ii)

from (and including) the Reset Date at the Rate of Interest (as defined in Condition 4(b)), payable quarterly in arrear on 16 August, 16 November, 16 February and 16 May in each year, commencing on 16 August 2016 (each an “Interest Payment Date”),

subject as provided in Condition 6 (Payments); provided, however, that, if any Interest Payment Date after the Reset Date would otherwise fall on a date which is not a Business Day, it will be postponed to the next Business Day unless it would thereby fall into the next calendar month, in which event it will be brought forward to the immediately preceding Business Day. Each period beginning on (and including) the Issue Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date, is herein called an “Interest Period”.

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Each Capital Note will cease to bear interest from the due date for redemption unless, upon due presentation, payment of principal is improperly withheld or refused, in which case it will continue to bear interest in accordance with this Condition 4 (both before and after judgment) until whichever is the earlier of (i) the day on which all sums due in respect of such Capital Note up to that day are received by or on behalf of the relevant Noteholder and (ii) the day which is seven days after the Fiscal Agent has notified the Noteholders that it has received all sums due in respect of the Capital Notes up to such seventh day (except to the extent that there is any subsequent default in payment). (b)

Rate of interest: The rate of interest applicable to the Capital Notes for each Interest Period falling after the Reset Date (the “Rate of Interest”) will be determined by the Calculation Agent and will be the aggregate of [●] per cent. per annum and the rate calculated as follows (the “Reference Rate”): (i)

the offered rate (rounded, if necessary, up to the nearest one hundred thousandth of a percentage point (0.000005 per cent. being rounded upwards)) for three month euro deposits as at 11.00 a.m. (Brussels time) on the second Business Day before the Reset Date (in the case of the Interest Period commencing on the Reset Date) or on the second Business Day before the first day of each subsequent Interest Period in question (the “Interest Determination Date”) as appears on the display designated as page “EURIBOR 01” on Reuters monitor (or such other page or service as may replace it for the purpose of displaying such information) as determined by the Calculation Agent; or

(ii)

if such offered rate does not appear on that page, the arithmetic mean (rounded, if necessary, up to the nearest one hundred thousandth of a percentage point (0.000005 per cent. being rounded upwards)) of offered quotations to prime banks in the Euro zone interbank market for three month euro deposits at 11.00 a.m. (Brussels time) on the relevant Interest Determination Date obtained by the Calculation Agent from the principal Euro zone office of each of four major banks (the “Reference Banks”) in the Euro zone interbank market, provided at least two of such banks provide the Calculation Agent with such offered quotations; or

(iii)

if, on the Interest Determination Date to which the provisions of sub paragraph (ii) above apply, one only or none of the Reference Banks provides the Calculation Agent with such a quotation, the arithmetic mean (rounded, if necessary, up to the nearest one hundred thousandth of a percentage point (0.000005 per cent. being rounded upwards)) of the euro lending rates which major banks in the Euro zone selected by the Calculation Agent are quoting at approximately 11.00 a.m. (Brussels time) on the first day of the relevant Interest Period to leading European banks for a period of three months and in an amount that is representative for a single transaction in that market at that time,

except that, if the banks so selected by the Calculation Agent under sub paragraph (iii) above are not quoting as mentioned above, the Rate of Interest shall be either (A) the aggregate of [●] per cent. per annum and the rate or (as the case may be) the arithmetic mean so determined for the last preceding Interest Period or (B) if none, 15 per cent. per annum. (c)

Calculation of Interest Amount: The Calculation Agent will, as soon as practicable on the Interest Determination Date in relation to each Interest Period falling after the Reset Date, calculate the amount of interest (the “Interest Amount”) payable in respect of each EUR 1,000 for such Interest Period. The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to such principal amount, multiplying the product by the actual number of days in such Interest Period divided by 360 and rounding the resulting figure to the nearest cent (half a cent being rounded upwards). The amount of interest to be paid on each Capital Note shall be the product of the Interest Amount (determined in the manner provided above) and the amount by which EUR 1,000 is multiplied to reach the denomination of the relevant Capital Note, without any further rounding. If in respect of any Interest Period ending on or before the Reset Date interest is required to be calculated for a period ending other than on an Interest Payment Date, such interest shall be calculated on the basis of the number of days in the period from and including the most recent Interest Payment Date (or if none, the Issue Date) to but excluding the relevant payment date (such number of days being calculated on the basis of 12 30-day months divided by 360).

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(d)

Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, to be notified to the Paying Agents and each listing authority, stock exchange and/or quotation system (if any) by which the Capital Notes have then been admitted to listing, trading and/or quotation as soon as practicable after such determination but in any event not later than the Business Day before the first day of the relevant Interest Period. Notice thereof shall also promptly be given to the Noteholders. The Calculation Agent will be entitled to recalculate any Interest Amount (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Interest Period.

(e)

Notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Support Agreement Provider, the Paying Agents, the Noteholders, the Couponholders and (subject as aforesaid) no liability to any such person will attach to the Calculation Agent in connection with the exercise or non-exercise by it of its powers, duties and discretions for such purposes.

(f)

Non-cumulative Interest Payments: Interest Payments on the Capital Notes will be noncumulative and will be deemed to accrue on a day by day basis. Interest on the Capital Notes will be paid by the Issuer out of funds legally available therefor; provided that Interest Payments will only be payable on any Interest Payment Date to the extent that: (i)

the Issuer has Distributable Funds for the Interest Period ending on the respective Interest Payment Date; and/or

(ii)

the Support Agreement Provider has in accordance with section 24(2) No. 6(d) BWG an amount of Distributable Profits at least equal to (a) the aggregate amount of such Interest Payments payable on the relevant Interest Payment Date and (b) payments made during the period commencing on the date that Distributable Profits were determined by the Supervisory Board of the Support Agreement Provider immediately preceding such Interest Payment Date and ending on the relevant Interest Payment Date, in respect of interest on the Capital Notes and dividends or other distributions or payments on Parity Securities, if any.

However the Issuer may, and will if so instructed by RZB, elect by giving not less than 10 and not more than 60 days’ notice in accordance with Condition 13 not to make Interest Payments on the Capital Notes with a view to ensuring the continuity of RZB’s activities without weakening its financial structure (the “Optional Non-Payment Right”). If no interest falls to be paid by the Issuer in respect of the Capital Notes in any Interest Period then the right of Noteholders to receive interest (or any proportion thereof) in respect of such Interest Period will be extinguished and the Issuer will have no obligation to pay the interest accrued for such Interest Period or to pay any interest thereon, whether or not interest on the Capital Notes is paid for any future Interest Period. If at any time the Distributable Funds of the Issuer exceed the amount of interest (if any) payable by the Issuer on the next succeeding Interest Payment Date, the Issuer shall (without prejudice to any obligation it may have to make a payment of interest on such Interest Payment Date) be entitled to pay all or part of such excess (an “Excess Distributable Funds Payment”, which expression shall include any comparable payment by any other SPV), whether by way of dividend or otherwise, to or to the order of its shareholder. (g)

Obligation to pay Interest: Subject to Condition 4(h) below and notwithstanding the restrictions set out in Condition 4(f) above, interest will be paid on the Capital Notes in the following circumstances: (i)

if the Support Agreement Provider or any of the SPVs declares or pays any dividends or makes any other payment or other distribution on any Interest Parity Securities. If the dividend or other payment or distribution on such Interest Parity Securities was in the full stated amount payable on such Interest Parity Securities, Interest Payments will be made in full (in the period to but excluding the Reset Date) on the Interest Payment Date falling contemporaneously with or immediately following the date on which such dividend or other payment or distribution was declared or made on such Interest Parity Securities or (in the period from and including the Reset Date) on the

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four next succeeding Interest Payment Dates falling contemporaneously with or immediately following the date on which such dividend or other payment or distribution was declared or made on such Interest Parity Securities. If the dividend or other payment or distribution on such Interest Parity Securities was only a partial payment of the amount so owing, the Interest Payments on the Capital Notes will be reduced proportionally; (ii)

if the Support Agreement Provider or any of the SPVs declares or pays any dividend or makes any other payment or distribution on any Junior Securities, interest will be paid on the Capital Notes (in the period to but excluding the Reset Date) on the Interest Payment Date falling contemporaneously with or immediately following the date on which such dividend or other payment or distribution was declared or made on such Junior Securities or (in the period from and including the Reset Date) on the four next succeeding Interest Payment Dates falling contemporaneously with or immediately following the date on which such dividend or other payment or distribution was declared or made on such Junior Securities;

(iii)

if the Support Agreement Provider or any of the SPVs redeems, repurchases or otherwise acquires any Parity Securities or Junior Securities for any consideration except by conversion into or exchange for Junior Securities, the Issuer will make Interest Payments on the Capital Notes in full (in the period to but excluding the Reset Date) on the Interest Payment Date falling contemporaneously with or immediately following the date on which such redemption, repurchase or other acquisition occurred or (in the period from and including the Reset Date) on the four next succeeding Interest Payment Dates falling contemporaneously with or immediately following the date on which such redemption, repurchase or other acquisition occurred;

provided that no payment obligation shall arise under sub-paragraphs (i) – (iii) above if the relevant SPV which declares or pays any dividend or makes any other payment or distribution makes such payment or distribution out of its own distributable profits or makes an Excess Distributable Funds Payment. (h)

Restrictions on Interest Payments: Notwithstanding any obligation to pay interest set out in Conditions 4(f) and 4(g) above, even if Distributable Funds of the Issuer and Distributable Profits of the Support Agreement Provider are sufficient on a particular Interest Payment Date, no Interest Payment shall be payable by the Issuer on any such Interest Payment Date to the extent that (A) in accordance with applicable Austrian law, the Support Agreement Provider would be limited in making payments on preference shares or preferred securities or capital notes issued by it ranking pari passu as to participation in profits with the Support Agreement Provider’s obligations under the Support Agreement, or (B) on such date there is in effect an order of the FMA (or any other relevant regulatory authority) prohibiting the Support Agreement Provider from making any distribution of profits.

(i)

Pro rata Interest Payments: When, by reason of any limitation described in Condition 4(f) (Noncumulative Interest Payments) or Condition 4(g) (Obligation to pay Interest) above, interest is not paid in full on the Capital Notes and any Parity Securities, all interest payable upon the Capital Notes and any such Parity Securities will be payable pro rata in the proportion that the amounts available for payment on the Capital Notes and any such Parity Securities on the due date of payment shall bear to the full amount that would have been payable on the Capital Notes and such Parity Securities but for such limitation and any claims in respect of the difference between the full amount and the amount so payable shall be thereupon extinguished. If interest is not paid in full in accordance with the Terms and Conditions of the Capital Notes, the Noteholders will be notified in accordance with Condition 13 (Notices).

5.

Redemption and Purchase

(a)

Redemption at option of the Issuer: The Capital Notes may be redeemed at the option of the Issuer in whole but not in part, subject to the prior consent of RZB (which shall grant such consent only after either replacement of the principal amount of the Capital Notes so redeemed by issuing other capital of at least equivalent quality (Kapital gleicher oder besserer Qualität) or after the FMA has determined that after repayment RZB and the group of credit institutions (Kreditinstitutsgruppe) to which RZB belongs have sufficient own funds required for adequate risk coverage), on 16 May 2016 or on any Interest Payment Date thereafter at the Redemption

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Price upon the Issuer giving not less than 30 nor more than 60 days’ notice to the Noteholders (which notice shall be irrevocable). (b)

Redemption for tax reasons and regulatory reasons: The Capital Notes may be redeemed at the option of the Issuer in whole but not in part, at any time, subject to the prior consent of RZB (which shall grant such consent only after either replacement of the principal amount of the Capital Notes so redeemed by issuing other capital of at least equivalent quality (Kapital gleicher oder besserer Qualität) or after the FMA has determined that after repayment RZB and the group of credit institutions (Kreditinstitutsgruppe) to which RZB belongs have sufficient own funds required for adequate risk coverage) at: (i)

the Redemption Price if the Issuer has or will become obliged to pay Additional Amounts as provided or referred to in Condition 7 (Taxation) and such obligation cannot be avoided by the Issuer taking in its judgment reasonable measures available to it provided, however, that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts if a payment in respect of the Capital Notes were then due; or

(ii)

the higher of the Redemption Price and the Make Whole Amount (if any of the following events takes place prior to the Reset Date) or at the Redemption Price (if any of the following events takes place on or after the Reset Date) if: (A)

the FMA determines and announces that, or as a result of a change in law or regulation or interpretation thereof, the Capital Notes no longer qualify as Core Capital (Kernkapital) of the Support Agreement Provider for Austrian Banking capital adequacy purposes on a consolidated basis; or

(B)

as a result of a change in law or regulation or the interpretation thereof payments made by the Support Agreement Provider or any member of the RZB Group on any of the Investments are not fully deductible for tax purposes,

in either case giving not less than 60 nor more than 90 days’ notice to the Noteholders (which notice shall be irrevocable). If any of the events described in Condition 5(b)(i) or (ii) above occurs, then the Optional NonPayment Right shall cease to be applicable. Prior to the publication of any notice of redemption pursuant to this Condition 5 (b), the Issuer shall deliver to the Fiscal Agent a certificate signed by two Directors of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred. Upon the expiry of any such notice as is referred to in this Condition 5 (b), the Issuer shall be bound to redeem the Capital Notes in accordance with this Condition 5 (b). The Make Whole Amount shall be calculated by the Calculation Agent and will be equal to the sum of the Present Values (as defined below) on the Specified Redemption Date of (i) the principal amount of the Capital Notes outstanding and (ii) the remaining scheduled interest payments on the Capital Notes to (but excluding) 16 May 2016. The “Present Values” will be calculated by the Calculation Agent by discounting the principal amount of the Capital Notes and the remaining scheduled interest payments on the Capital Notes to (but excluding) 16 May 2016 on an annual basis, assuming a 365 day year or a 366 day year, as the case may be, and the actual number of days elapsed and using the Adjusted Comparable Yield plus [●] per cent. (c)

No other redemption: The Issuer shall not be entitled to redeem the Capital Notes otherwise than as provided in Condition 5 (a) (Redemption at the option of the Issuer) and Condition 5(b) (Redemption for tax reasons and regulatory reasons) above.

(d)

Purchase: The Issuer, the Support Agreement Provider or any of their respective Subsidiaries may at any time purchase Capital Notes (provided that all unmatured Coupons appertaining to

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the Capital Notes are purchased with the Capital Notes) in the open market or otherwise and at any price.

6.

Payments and Exchanges of Talons

(a)

Principal: Payments of principal shall be made only against presentation and (provided that payment is made in full) surrender of Capital Notes at the Specified Office of any Paying Agent by transfer to a Euro account (or other account to which Euro may be credited or transferred) maintained by the payee with, a bank in a city in which banks have access to TARGET2.

(b)

Interest: Payments of interest shall be made only against presentation of the relevant Coupon at the Specified Office of any Paying Agent outside the United States in the manner described in Condition 6 (a) (Principal) above.

(c)

Payments subject to fiscal laws: All payments in respect of the Capital Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 7 (Taxation).

(d)

Payments on business days: If the due date for payment of any amount in respect of any Capital Note or Coupon is not a Business Day in the place of presentation, the Noteholder or Couponholder, as the case may be, shall not be entitled to payment in such place of the amount due until the next succeeding Business Day in such place and shall not be entitled to any further interest or other payment in respect of any such delay. In this paragraph, “Business Day” means, in respect of any place of presentation, any day on which banks are open for presentation and payment of bearer debt securities and for dealings in foreign currencies in such place of presentation and, in the case of payment by transfer to a Euro account as referred to above, on which TARGET2 is operating.

(e)

Partial payments: If a Paying Agent makes a partial payment in respect of any Capital Note or Coupon presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.

(f)

Missing unmatured Coupons: Each Capital Note should be presented for payment together with all relative unmatured Coupons (which expression shall, for the avoidance of doubt, include Coupons falling to be issued on exchange of matured Talons). Upon the date on which any Capital Note becomes due and repayable, all unmatured Coupons appertaining to the Capital Note (whether or not attached) shall become void and no payment shall be made in respect of such Coupons.

(g)

Exchange of Talons: On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any Paying Agent in exchange for a further Coupon sheet (including a further Talon), subject to the provisions of Condition 14. Each Talon shall, for the purposes of these Conditions, be deemed to mature on the Interest Payment Date on which the final Coupon comprised in the relative Coupon sheet matures.

7.

Taxation

The Issuer’s obligations to make certain payments under the Capital Notes are subject to the limitations provided in Conditions 4 (f), 4 (h) and 8. All amounts payable by the Issuer in respect of the Capital Notes shall be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied by or on behalf of Jersey or Austria or any other country from or out of which the Issuer makes payments, or any political subdivision or authority thereof or therein having power to tax (the “Withholding Taxes”), unless such withholding or deduction is required by law. In such event, the Issuer shall pay such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Noteholders and the Couponholders after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in respect of the Capital Notes or, as the case may be, Coupons in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable in respect of the Capital Notes or Coupons: (a)

to a holder (i) who is liable to any Withholding Taxes by reason of having some connection with Jersey or Austria or any other country from or out of which the Issuer makes payments other

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than the mere holding of the Capital Notes or Coupons or (ii) who is able to avoid such withholding or deduction by making a declaration of non-residence or other claim for exemption to the relevant tax authority but fails to do so; or (b)

where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC (as amended) on the taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive; or

(c)

by or on behalf of a Noteholder or Couponholder who would have been able to avoid such withholding or deduction by presenting the relevant Capital Note or Coupon to another Paying Agent in a member state of the European Union; or

(d)

more than 30 days after the Relevant Date except to the extent that the holder of such Capital Note or Coupon would have been entitled to such additional amounts on presenting the same for payment on the last day of such period of 30 days,

where “Relevant Date” means whichever is the later of (1) the date on which the payment in question first becomes due and (2) if the full amount payable has not been received by the Fiscal Agent on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Noteholders. Any reference in these Conditions of the Capital Notes to principal or interest shall be deemed to include any Additional Amounts in respect of principal or interest (as the case may be) which may be payable under this Condition 7 (Taxation). If the Issuer or the Support Agreement Provider becomes subject at any time to any taxing jurisdiction other than Jersey or Austria respectively, references in these Conditions of the Capital Notes to Jersey or Austria shall be construed as references to Jersey or (as the case may be) Austria and/or such other jurisdiction.

8.

Rights upon Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Issuer, the Noteholders or Couponholders, as applicable, at the time will be entitled to receive the relevant Liquidation Distribution in respect of each Capital Note or Coupon, as applicable, held out of the assets of the Issuer available for distribution to Noteholders and Couponholders, as applicable. Such entitlement will arise before any distribution of assets is made to holders of ordinary shares, preference shares, preferred securities or capital notes or any other class of shares of the Issuer ranking junior as regards participation in assets to the Capital Notes; or holders of any other share or other security issued by the Issuer having the benefit of a guarantee or support agreement from the Support Agreement Provider, where any such share or other security ranks junior as regards participation in assets to the Capital Notes, but such entitlement will rank equally with the entitlement of the holders of any other preference shares or preferred securities or capital notes, if any, of the Issuer ranking pari passu with the Capital Notes as regards participation in assets of the Issuer. Notwithstanding the availability of sufficient assets of the Issuer to pay any Liquidation Distribution to the Noteholders or Couponholders, as applicable, if, at the time such Liquidation Distribution is to be paid, proceedings are pending or have been commenced for the voluntary or involuntary liquidation, dissolution or winding-up of the Support Agreement Provider, the Liquidation Distribution paid to Noteholders or Couponholders, as applicable, and the liquidation distribution per security to be paid to the holders of all Asset Parity Securities, shall not exceed the amount per security that would have been paid as the liquidation distribution from the assets of the Support Agreement Provider (after payment in full in accordance with Austrian law of all creditors of the Support Agreement Provider, including holders of its subordinated debt but excluding holders of any liability expressed to rank pari passu with or junior to the Support Agreement Provider’s obligations under the Support Agreement including, for the avoidance of doubt, the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes) had the Capital Notes and all such Asset Parity Securities been issued by the Support Agreement Provider and ranked (i) junior to all liabilities of the Support Agreement Provider (other than any liability expressed to rank pari passu with or junior to the Support Agreement Provider’s obligations under the Support Agreement), (ii) pari passu with all Asset Parity Securities of the Support Agreement Provider and (iii) senior to the Support Agreement Provider’s Bank Share Capital. If the Liquidation Distribution and any other such liquidation distributions cannot be made in full by reason of the limitation described in this Condition 8, such amounts will be payable pro rata in the

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proportion that the amount available for payment bears to the full amount that would have been payable but for such limitation. After payment of the relevant Liquidation Distribution, as adjusted if applicable, the Noteholders and the Couponholders will have no right or claim to any of the remaining assets of the Issuer or the Support Agreement Provider. In the event of the liquidation, dissolution or winding-up of the Support Agreement Provider, the board of directors of the Issuer shall convene an Extraordinary General Meeting of the Issuer for the purpose of proposing a Special Resolution to put the Issuer into voluntary winding-up and the amount per Capital Note to which Noteholders shall be entitled as a Liquidation Distribution will be as set out in this Condition 8.The Support Agreement Provider will undertake in the Support Agreement that, so long as any Capital Notes are outstanding, unless the Support Agreement Provider itself is in liquidation, the Support Agreement Provider will not permit, or take any action to cause, the liquidation, dissolution or winding-up of the Issuer.

9

Replacement of Capital Notes and Coupons

If any Capital Note or Coupon is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Fiscal Agent and the Paying Agent having its Specified Office in Luxembourg, subject to all applicable laws and stock exchange requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require. Mutilated or defaced Capital Notes or Coupons must be surrendered before replacements will be issued.

10.

Agents

In acting under the Agency Agreement and in connection with the Capital Notes, the Paying Agents and the Calculation Agent act solely as agents of the Issuer and the Support Agreement Provider and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders. The Issuer and the Support Agreement Provider reserve the right at any time to vary or terminate the appointment of any Paying Agent and to appoint a successor fiscal agent or calculation agent and additional or successor paying agents, provided, however, that the Issuer and the Support Agreement Provider shall at all times maintain (a) a fiscal agent and a calculation agent, (b) a paying agent in Luxembourg and (c) a paying agent in a member state of the European Union that is not obliged to withhold or deduct tax pursuant to the European Council Directive 2003/48/EC (as amended) or any law implementing or complying with, or introduced to conform to, such Directive. Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be given to the Noteholders in accordance with Condition 13 (Notices).

11.

Meetings of Noteholders; Modification

(a)

Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Capital Notes, including the modification of any provision of these Conditions of the Capital Notes proposed by the Issuer and the Support Agreement Provider. Any such modification may be made if sanctioned by an Extraordinary Resolution (as defined in the Agency Agreement). Such a meeting may be convened by the Issuer and the Support Agreement Provider (acting together) and shall be convened by them upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Capital Notes. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing one more than half of the aggregate principal amount of the outstanding Capital Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Capital Notes held or represented; provided, however, that certain proposals (including any proposal to change any date fixed for payment of principal or interest in respect of the Capital Notes, to reduce the amount of principal or interest payable on any date in respect of the Capital Notes, to alter the method of calculating the amount of any payment in respect of the Capital Notes or the date for any such payment, to effect the exchange or substitution of the Capital Notes for, or the conversion of the Capital Notes into, shares, bonds or other obligations or securities of the Issuer or Support Agreement Provider or any other person or body corporate formed or to be formed, to change the currency of payments under the Capital Notes, to amend the terms of the Support Agreement relating to the Capital Notes or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution (each, a “Reserved Matter”)) may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or

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more persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Capital Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not and on all Couponholders. In addition, a resolution in writing signed by or on behalf of all Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders. (b)

Modification: The Capital Notes, these Conditions and the Support Agreement may be amended without the consent of the Noteholders or Couponholders to correct a manifest error. In addition, the parties to the Agency Agreement may agree to modify any provision thereof, but the Issuer shall not agree, without the consent of the Noteholders, to any such modification unless it is of a formal, minor or technical nature, it is made to correct a manifest error or it is, in the opinion of such parties, not materially prejudicial to the interests of the Noteholders.

12.

Further Issues

The Issuer may from time to time, without the consent of the Noteholders, create and issue further Capital Notes having the same terms and conditions as the Capital Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Capital Notes.

13.

Notices

If and for so long as the Capital Notes are listed on the Luxembourg Stock Exchange and the rules of that exchange so require, notices to the Noteholders shall be valid if published in a leading newspaper having general circulation in Luxembourg (which is expected to be the d'Wort or the Tageblatt) or by means of publication on the website of the Luxembourg Stock Exchange (www.bourse.lu). Any such notice shall be deemed to have been given on the date of first publication. In accordance with their published rules and regulations, each of Euroclear and Clearstream, Luxembourg will notify the holders of securities accounts with it to which any Capital Notes are credited of any such notices received by it.

14.

Prescription

Claims for principal shall become void unless the relevant Capital Notes are presented for payment within ten years of the appropriate Relevant Date. Claims for interest shall become void unless the relevant Coupons (which for this purpose shall not include Talons) are presented for payment within five years of the appropriate Relevant Date.

15.

Governing Law and Jurisdiction

(a)

Governing law: The Capital Notes, the Coupons and all matters arising from or connected with the Capital Notes and the Coupons, (including any non-contractual obligations arising out of or in connection with the Capital Notes and the Coupons) are governed by, and shall be construed in accordance with, English law, save that determination in respect of the Distributable Profits and the third paragraph of Condition 8 will be construed in accordance with Austrian law.

(b)

English courts: The courts of England have exclusive jurisdiction to settle any dispute (a “Dispute”) arising from or connected with the Capital Notes or the Coupons respectively, including any Disputes arising from or connected with any non-contractual obligations arising out of or in connection with the Capital Notes or the Coupons.

(c)

Appropriate forum: The Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary.

(d)

Rights of the Noteholders and the Couponholders to take proceedings outside England: Condition 15(b) (English courts) is for the benefit of the Noteholders and the Couponholders only. As a result, nothing in this Condition 15 (Governing Law and Jurisdiction) prevents any Noteholder or Couponholder from taking proceedings relating to a Dispute (“Proceedings”) in

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any other courts with jurisdiction (save for federal courts of the United States). To the extent allowed by law, Noteholders and Couponholders may take concurrent Proceedings in any number of jurisdictions. (e)

Process agent: The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to RZB’s London Branch at 10 King William Street, London EC4N 7TW or at any address of the Issuer in Great Britain at which process may be served on it in accordance with Part XXIII of the Companies Act 1985. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of any Noteholder or Couponholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Noteholder or Couponholder shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Fiscal Agent. Nothing in this Condition 15(e) shall affect the right of any Noteholder or Couponholder to serve process in any other manner permitted by law. This Condition applies to Proceedings in England and to Proceedings elsewhere.

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8.

SUMMARY OF PROVISIONS RELATING TO THE CAPITAL NOTES IN GLOBAL FORM

The Capital Notes will initially be in the form of the Temporary Global Note which will be deposited on or around the Closing Date with a common depositary for Euroclear and Clearstream, Luxembourg. The Temporary Global Note will be exchangeable for interests in the Permanent Global Note not earlier than 40 days after the Closing Date upon certification as to non-U.S. beneficial ownership. No payments will be made under the Temporary Global Note unless exchange for interests in the Permanent Global Note is improperly withheld or refused. In addition, interest payments in respect of the Capital Notes cannot be collected without such certification of non-U.S. beneficial ownership. The Permanent Global Note will become exchangeable in whole, but not in part, for Capital Notes in definitive form (“Definitive Notes”) in the denominations of EUR 50,000 and higher integral multiples of EUR 1,000 up to a maximum of EUR 99,000 at the request of the bearer of the Permanent Global Note if Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business, unless within 14 days of such event occurring the Capital Notes have been accepted for clearing and settlement within an equivalent international clearing and settlement system. Under no circumstances will Definitive Notes be issued to Noteholders who hold Capital Notes in Euroclear or Clearstream, Luxembourg in amounts that are less than EUR 50,000. Whenever the Permanent Global Note is to be exchanged for Definitive Notes, the Issuer shall procure the prompt delivery (free of charge to the bearer) of such Definitive Notes, with duly authenticated Coupons (and one Talon) attached, in an aggregate principal amount equal to the principal amount of the Permanent Global Note to the bearer of the Permanent Global Note against the surrender of the Permanent Global Note at the Specified Office of the Fiscal Agent within 30 days of the bearer requesting such exchange. If: (a)

Definitive Notes have not been delivered by 5.00 p.m. (Luxembourg time) on the thirtieth day after the bearer has duly requested exchange of the Permanent Global Note for Definitive Notes; or

(b)

the Permanent Global Note (or any part of it) has become due and payable in accordance with the Terms and Conditions of the Capital Notes or the date for final redemption of the Capital Notes has occurred and, in either case, payment in full of the amount of principal falling due with all accrued interest thereon has not been made to the bearer in accordance with the terms of the Permanent Global Note on the due date for payment,

then the Permanent Global Note (including the obligation to deliver Definitive Notes) will become void at 5.00 p.m. (Luxembourg time) on such thirtieth day (in the case of (a) above) or at 5.00 p.m. (Luxembourg time) on such due date (in the case of (b) above) and the bearer of the Permanent Global Note will have no further rights thereunder (but without prejudice to the rights which the bearer of the Permanent Global Note or others may have under a deed of covenant dated on or around [1] July 2009 (the “Deed of Covenant”) executed by the Issuer). Under the Deed of Covenant, persons shown in the records of Euroclear and/or Clearstream, Luxembourg as being entitled to an interest in the Permanent Global Note will acquire directly against the Issuer all those rights to which they would have been entitled if, immediately before the Permanent Global Note became void, they had been the holders of Definitive Notes in an aggregate principal amount equal to the principal amount of Capital Notes they were shown as holding in the records of Euroclear and/or (as the case may be) Clearstream, Luxembourg. In addition, the Temporary Global Note and the Permanent Global Note will contain provisions which modify the Terms and Conditions of the Capital Notes as they apply to the Temporary Global Note and the Permanent Global Note. The following is a summary of certain of those provisions: Payments: All payments in respect of the Temporary Global Note and the Permanent Global Note will be made against presentation and (in the case of payment of principal in full with all interest accrued thereon) surrender of the Temporary Global Note or (as the case may be) the Permanent Global Note at the Specified Office of any Paying Agent and will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Capital Notes. On each occasion on which a payment of principal or interest is made in respect of the Temporary Global Note or (as the case may be) the Permanent Global Note, the Issuer shall procure that the same is noted in a schedule thereto.

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Notices: Notwithstanding Condition 13 (Notices), while all the Capital Notes are represented by the Permanent Global Note (or by the Permanent Global Note and/or the Temporary Global Note) and the Permanent Global Note is (or the Permanent Global Note and/or the Temporary Global Note are) deposited with a common depositary for Euroclear and Clearstream, Luxembourg, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with Condition 13 (Notices) on the date of delivery to Euroclear and Clearstream, Luxembourg; provided, however, that, so long as the Capital Notes are listed on the Luxembourg Stock Exchange and its rules so require, notices will also be published in a leading newspaper having general circulation in Luxembourg (which is expected to be the d'Wort or the Tageblatt) or by means of publication on the website of the Luxembourg Stock Exchange (www.bourse.lu).

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9. 9.1

DESCRIPTION OF THE SUPPORT AGREEMENT

NATURE OF THE SUPPORT AGREEMENT

Under the Support Agreement to be entered into between the Issuer and RZB (as Support Agreement Provider), RZB agrees to make available to the Issuer sufficient funds to enable it to meet in full all of its obligations under or in respect of the Capital Notes as and when such obligations fall due, if at any time the Issuer has insufficient funds to do so, subject to certain limitations as set out in section 10 (Support Agreement) of this Prospectus. Given the limited nature of the support provided to the Issuer by RZB, RZB’s obligations under the Support Agreement do not constitute a surety or indemnity or guarantee within the meaning of section 24(2) No. 5 (f) BWG.

9.2

SCOPE OF THE SUPPORT AGREEMENT

Prospective Investors should refer to section 10 (Support Agreement) of this Prospectus.

9.3

INFORMATION TO BE DISCLOSED ABOUT RZB

Prospective Investors should refer to section 4 (Information about RZB) of this Prospectus.

9.4

DOCUMENTS ON DISPLAY

Prospective Investors should refer to section 5.2 (Documents on Display) of this Prospectus.

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10.

SUPPORT AGREEMENT

Set forth below is the text of the Support Agreement to be dated [1] July 2009: THIS SUPPORT AGREEMENT is executed and delivered by each of: RAIFFEISEN ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT, Vienna, Republic of Austria (“RZB”); and RZB FINANCE (JERSEY) IV LIMITED, a company incorporated with limited liability under the laws of Jersey (the “Company”). WHEREAS, RZB desires to cause the Company to issue, and the Company desires to issue, the Capital Notes (as defined below) and RZB and the Company desire to enter into this Support Agreement. NOW, THEREFORE each of RZB and the Company executes and delivers this Support Agreement for the benefit of the Noteholders and the Couponholders (each as defined below) and, in the case of RZB only, of the Company. 1.

Definitions

As used in this Support Agreement, the following terms shall, unless the context otherwise requires, have the following meanings: “2003 Preferred Securities” means the 1,000,000 perpetual non-cumulative non-voting fixed/floating rate preferred securities issued by RZB Finance (Jersey) II Limited having the benefit of a support agreement dated 31 July 2003 executed and delivered by RZB and RZB Finance (Jersey) II Limited; “2004 Capital Notes” means the Euro 200,000,000 perpetual non-cumulative subordinated floating rate capital notes issued by RZB Finance (Jersey) III Limited having the benefit of a support agreement dated 15 June 2004 executed and delivered by RZB and RZB Finance (Jersey) III Limited; “2006 Capital Notes“ means the Euro 500,000,000 non-cumulative subordinated perpetual callable step-up fixed to floating rate capital notes issued by the Company having the benefit of a support agreement dated 12 May 2006 executed and delivered by RZB and the Company; “Asset Parity Security” means any preference share, capital note, preferred security or other security issued by RZB, the Company or any other Subsidiary of RZB (a) ranking pari passu as to participation in the assets of RZB with RZB’s obligations under this Support Agreement (including, for the avoidance of doubt and without limitation, the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes), or (b) entitled to the benefit of a guarantee or support agreement from RZB ranking pari passu as to participation in the assets of RZB with RZB’s obligations under this Support Agreement (including, for the avoidance of doubt and without limitation, the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes); “Bank Share Capital” means the common shares of RZB, together with all other securities of RZB (including Vorzugsaktien) ranking pari passu with the common shares of RZB as to participation in a liquidation surplus; “Capital Notes” means all of the Non-cumulative Subordinated Perpetual Callable Fixed to Floating Rate Capital Notes of the Company in issue from time to time, whether or not in issue on the date of this Support Agreement, the Noteholders and Couponholders of which are entitled to the benefits of this Support Agreement as evidenced by the execution of this Support Agreement; "Coupons" has the meaning, in relation to the Capital Notes, given to such term in the Terms and Conditions of the Capital Notes; "Couponholder" means the holder from time to time of interest coupons appertaining to the Capital Notes;

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“Interest Period” has the meaning, in relation to the Capital Notes, given to such term in Condition 4(a) of the Terms and Conditions of the Capital Notes; “Interest” means the amount of interest payable on the Capital Notes in accordance with the Terms and Conditions of the Capital Notes; “Liquidation Date” means the date of final distribution of the assets of the Company in the case of a winding-up of the Company (whether voluntary or involuntary); “Liquidation Distribution” means, with respect to the Capital Notes, the Liquidation Preference and, with respect to each relevant Coupon means, accrued and unpaid interest for the then current Interest Period to the date of payment; “Liquidation Preference” has the meaning, in relation to the Capital Notes, given to such term in the Terms and Conditions of the Capital Notes; “Noteholder” means any holder from time to time of any Capital Note of the Company; “Redemption Price” means, with respect to each Capital Note, the Liquidation Preference of such Capital Note plus accrued and unpaid Interest for the then current Interest Period ending on the date determined for redemption; and “Subsidiary” means a fully consolidated direct or indirect subsidiary of RZB (within the meaning of §228 paragraph 3 of the Austrian Commercial Code). Any other terms used in this Agreement and defined in the Articles of Association of the Company shall have the same meaning when used in this Agreement. 2.

Support 2.1.1

Subject to the limitations contained in the following paragraphs of this Clause 2.1, RZB irrevocably and unconditionally agrees that if at any time the Company has insufficient funds to enable it to meet in full all of its obligations under or in respect of the Capital Notes or the Coupons as and when such obligations fall due, to make available to the Company funds sufficient to enable it to meet such payment obligations. Subject to Condition 4(f), the Company shall use any amount made available to it by RZB pursuant to this Support Agreement solely to fulfil its payment obligations under or in respect of the Capital Notes and the Coupons.

2.1.2

Notwithstanding Clause 2.1.1, if, at the time that any amounts are to be paid in respect of Liquidation Distributions on the Capital Notes and the Coupons, proceedings are pending or have been commenced for the voluntary or involuntary liquidation, dissolution or winding-up of RZB, payment under this Support Agreement of amounts in respect of such Liquidation Distributions and payment by RZB in respect of any liquidation distributions payable with respect to any Asset Parity Securities shall not exceed the amount per security that would have been paid as the liquidation distribution from the assets of RZB (after payment in full in accordance with Austrian law of all creditors of RZB, including holders of its subordinated debt but excluding holders of any liability expressed to rank pari passu with or junior to RZB’s obligations under this Support Agreement (including for the avoidance of doubt the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes)) had the Capital Notes, the Coupons and all such Asset Parity Securities been issued by RZB and ranked (a) junior to all liabilities of RZB (other than any liability expressed to rank pari passu with or junior to RZB’s obligations under this Support Agreement), (b) pari passu with all Asset Parity Securities of RZB and (c) senior to RZB’s Bank Share Capital.

2.1.3

In the event that the amounts described in Clause 2.1.1 cannot be paid in full by reason of any limitation referred to in Clause 2.1.2, such amounts will be payable by RZB to the Company pro rata in the proportion that the amount available for payment bears to the full amount that would have been payable but for such limitation.

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2.1.4

The determination of any such limitation of RZB’s obligations under this Support Agreement as set forth above will be made on the relevant Interest Payment Date, the date specified for redemption or the Liquidation Date, as the case may be.

2.2

This Support Agreement shall be deposited with and held by BNP Paribas Securities Services, Luxembourg Branch, as fiscal agent until all the obligations of RZB hereunder have been discharged in full. RZB hereby acknowledges the right of every Noteholder to the production of, and the right of every Noteholder to obtain a copy of, this Support Agreement.

2.3

Subject to applicable law, RZB, may from time to time purchase the Capital Notes (provided that all unmatured Coupons appertaining to the Capital Notes are purchased with the Capital Notes) from any Noteholder and hold or resell any Capital Note so purchased.

2.4

Subject to applicable law, RZB’s obligations hereunder constitute unsecured obligations of RZB and rank and will at all times rank (a) junior to all liabilities of RZB (other than any liability expressed to rank pari passu with or junior to this Support Agreement), (b) pari passu with all payment obligations of RZB in respect of Asset Parity Securities, (c) pari passu with RZB’s obligations entered into by RZB in connection with the 2003 Preferred Securities, the 2004 Capital Notes and the 2006 Capital Notes and (d) senior to the Bank Share Capital.

3.

Covenants

3.1

RZB undertakes that it will not issue any capital notes, preference shares or preferred securities which are materially equivalent to preference shares ranking senior to its obligations under this Support Agreement and RZB undertakes that it will not enter into any support agreement or give any guarantee in respect of any capital notes, preference shares or preferred securities which are materially equivalent to preference shares issued by any Subsidiary if such support agreement or guarantee (including, without limitation, any support agreement or guarantee that would provide a priority of payment with respect to distributable funds) would rank senior to this Support Agreement unless, in each case, (a) this Support Agreement is changed to give the Company and/or the Noteholders (as applicable) such rights and entitlements as are contained in or attached to such capital notes, preference shares or preferred securities or such other support agreement or guarantee so that this Support Agreement ranks pari passu with, and contains substantially equivalent rights of priority as to payment out of distributable funds as, any such capital notes, preference shares or preferred securities, or other support agreement or guarantee, provided that in no case shall this Support Agreement be changed so that RZB’s obligations under this Support Agreement rank pari passu with, or junior to, Bank Share Capital and (b) the most recent Interest Payment on the Capital Notes has been paid in full by the Company.

3.2

RZB undertakes that any amount required to be paid to the Company pursuant to this Support Agreement to enable the Company to pay any Interest Payment payable in respect of the most recent Interest Period will be paid prior to any payment or other distribution in respect of any interest upon common shares, Vorzugsaktien or any other shares or securities of RZB ranking junior to RZB’s obligations under this Support Agreement (whether issued directly by RZB or by a Subsidiary and entitled to the benefit of a support agreement or guarantee ranking junior to RZB’s obligations under this Support Agreement).

3.3

RZB undertakes to maintain the Company as an indirect subsidiary for so long as any Capital Note shall remain in issue. RZB undertakes that, so long as any Capital Note is outstanding, unless RZB is itself in liquidation, RZB will not permit, or take any action to cause, the windingup of the Company.

4.

Termination

This Support Agreement shall terminate and be of no further force and effect upon full payment of the Redemption Price, or the Make Whole Amount, as the case may be, or purchase and cancellation of, all outstanding Capital Notes or full payment of the Liquidation Distributions and liquidation of the Company, provided, however, that this Support Agreement will continue to be effective or will be reinstated, as the case may be, if at any time payment of any sums paid under the Capital Notes or this Support Agreement must be restored by a Noteholder for any reason whatsoever.

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5.

Undertaking

Each of RZB and the Company undertakes, for the benefit of the Noteholders and the Couponholders: (a)

that it will perform its obligations and exercise its rights under this Support Agreement and, in the case of the Company (without limitation to the foregoing), will exercise its right to enforce performance of the terms of this Support Agreement by RZB; and

(b)

that it will consent to an order for specific performance or similar relief by any court of competent jurisdiction in the event that any such order or relief is sought in an action brought by a Noteholder in respect of this Support Agreement.

6.

Deed Poll

This Support Agreement shall take effect as a Deed Poll for the benefit of the Noteholders and the Couponholders. Each of RZB and the Company hereby acknowledges and covenants that the obligations binding upon it contained in this Support Agreement are owed to, and shall be for the benefit of, each and every Noteholder, and that each Noteholder and Couponholder shall be entitled severally to enforce the said obligations against RZB and the Company. 7.

Successors and Communications

7.1

Subject to operation of law, all undertakings and agreements contained in this Support Agreement shall bind the successors, assigns, receivers, trustees and representatives of RZB and the Company (as the case may be) and shall inure to the benefit of the Noteholders and/or the Company (as applicable). The Company shall not transfer its obligations hereunder in any circumstances and RZB shall not transfer its obligations hereunder without the prior approval of not less than two thirds of the Noteholders which consent shall be obtained in accordance with procedures contained in the Terms and Conditions of the Capital Notes; provided, however, that the foregoing shall not preclude RZB from merging or consolidating with, or transferring or otherwise assigning all or substantially all of its assets and obligations (including its obligations under this Agreement) to, a banking organisation organised under the laws of a member state of the European Union, without obtaining any approval of such Holders.

7.2

Except for those changes (a) required by Clause 3.1 hereof; (b) which do not materially adversely affect the rights of Noteholders; or (c) necessary or desirable to give effect to any one or more transactions referred to in the proviso to Clause 7.1 (in any of which cases no agreement will be required), this Support Agreement shall be changed only by agreement in writing signed by RZB and the Company with the prior approval of not less than two thirds of the Noteholders (excluding in each case any Capital Notes held by RZB or any entity of which RZB, either directly or indirectly, owns 20 per cent. or more of the voting shares or other similar ownership interests), in accordance with the procedures contained in the Company’s Memorandum and Articles of Association and the applicable laws of Jersey.

7.3

Any notice, request or other communication required or permitted to be given hereunder to RZB shall be given in writing by delivering the same against receipt therefor or by facsimile transmission (confirmed by mail) addressed to RZB, as follows (and if so given, shall be deemed given upon mailing of confirmation, if given by facsimile transmission), to: Raiffeisen Zentralbank Österreich AG Am Stadtpark 9 A-1030 Vienna Republic of Austria Facsimile: + 43 1 717 07 2733 Attention: Global Treasury, Treasurer Any notice, request or other communication required or permitted to be given hereunder to the Company shall be given in writing by delivering the same against receipt therefor or by facsimile transmission (confirmed by mail) addressed to the Company, as follows (and if so given, shall be deemed given upon mailing of confirmation, if given by facsimile transmission), to:

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RZB Finance (Jersey) IV Limited 22 Grenville Street St. Helier Jersey JE4 8PX Channel Islands Facsimile: +44 1534 609 333 Attention: Company Secretary Any notice, request or other communication required or permitted to be given hereunder to the Noteholders shall be given by RZB or the Company in the same manner as notices given by the Company to the Noteholders. 7.4

The obligations of RZB and the Company to the Noteholders under this Support Agreement are solely for the benefit of the Noteholders and are not separately transferable from the Capital Notes.

7.5

RZB will furnish any Noteholder, upon request of such Noteholder, with a copy of its annual report, and any interim reports made publicly available by RZB.

8.

Counterparts

8.1

This Support Agreement may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery of a counterpart of this Support Agreement by e-mail (PDF) or telecopy shall be as effective as delivery of a manually executed counterpart of this Agreement. In relation to each counterpart, upon confirmation by or on behalf of the signatory that the signatory authorises the attachment of such counterpart signature page to the final text of this Support Agreement, such counterpart signature page shall take effect, together with such final text, as a complete authoritative counterpart.

9.

Governing Law

9.1

This Support Agreement and any non-contractual obligations arising out of or in connection with this Support Agreement shall be governed by, and construed in accordance with English law save that Clause 2.1.2 and Clause 2.4 shall be governed by, and construed in accordance with Austrian law.

9.2

Each of RZB and the Company hereby irrevocably agrees for the benefit of the Noteholders and the Couponholders (and, in the case of RZB only, the Company) that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Support Agreement and that accordingly any suit, action or proceedings arising out of or in connection therewith, including any Disputes arising from or connected with any noncontractual obligations arising out of or in connection with this Support Agreement (together referred to as “Proceedings”) may be brought in such courts.

9.3

Each of RZB and the Company irrevocably and unconditionally waives and agrees not to raise any objection which it may have now or subsequently to the laying of the venue of any Proceedings in the courts of England or any claim that any Proceedings have been brought in an inconvenient forum and further irrevocably and unconditionally agrees that a final judgment in any Proceedings brought in the courts of England shall be conclusive and binding upon RZB and the Company and may be enforced in the courts of any other jurisdiction.

9.4

Each of RZB and the Company hereby undertake to maintain an agent for service of process in England for as long as any Capital Notes remain outstanding. RZB and the Company hereby appoint RZB Austria London Branch at 10 King William Street, London, EC4N 7TW, as their agent for service of process in England in respect of any Proceedings and has undertaken that in the event of its ceasing so to act it will appoint another person in England as its agent for that purpose.

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11.

TAXATION

General The comments below are of a general nature based on current law and practice in the relevant jurisdiction referred to. They relate only to the position of persons who are the holders of the Capital Notes (“Noteholders”) and may not apply to certain classes of persons such as dealers. Any Noteholders who are in doubt as to their personal tax position should consult their professional advisers.

11.1

TAXATION IN JERSEY

The following summary of the anticipated tax treatment in Jersey of the Issuer is based on Jersey taxation law and practice in force at the date of this document and does not constitute legal or tax advice. Prospective investors should consult their professional advisers on the implications of subscribing for, buying, holding, selling, redeeming or disposing of any Capital Notes under the laws of the jurisdictions in which they may be liable to taxation. Prospective investors should be aware that tax rules and practice and their interpretation may change. Income tax Under the Income Tax (Jersey) Law 1961 (the "Jersey Income Tax Law"), the Issuer will be regarded as resident in Jersey under Article 123C of the Jersey Income Tax Law and, accordingly, the Issuer (being neither a financial services company nor a specified utility company under the Jersey Income Tax Law at the date hereof) will be subject to Jersey income tax at a rate of 0 per cent. The Issuer will be entitled to make payments in respect of the Capital Notes without any withholding or deduction for or on account of Jersey tax. Holders of Capital Notes (other than residents of Jersey) will not be subject to any tax in Jersey in respect of the holding, sale or other disposition of such Capital Notes. Goods and Services Tax The Issuer is an "international services entity" for the purposes of the Goods and Services Tax (Jersey) Law 2007 (the "GST Law"). Consequently, the Issuer is not required to: (a)

register as a taxable person pursuant to the GST Law;

(b)

charge goods and services tax in Jersey in respect of any supply made by it; or

(c)

(subject to limited exceptions that are not expected to apply to the Issuer) pay goods and services tax in Jersey in respect of any supply made to it.

No stamp duty or similar taxes are payable in Jersey in connection with the issue, redemption or sale of the Capital Notes. European Union Directive on the Taxation of Savings Income As part of an agreement reached in connection with the European Union directive on the taxation of savings income in the form of interest payments, and in line with steps taken by other relevant third countries, Jersey introduced with effect from 1 July 2005 a retention tax system in respect of payments of interest, or other similar income, made to an individual beneficial owner resident in an EU Member State by a paying agent established in Jersey. The retention tax system applies for a transitional period prior to the implementation of a system of automatic communication to EU Member States of information regarding such payments. During this transitional period, such an individual beneficial owner resident in an EU Member State will be entitled to request a paying agent not to retain tax from such payments but instead to apply a system by which the details of such payments are communicated to the tax authorities of the EU Member State in which the beneficial owner is resident. The retention tax system in Jersey is implemented by means of bilateral agreements with each of the EU Member States, the Taxation (Agreements with European Union Member States) (Jersey) Regulations 2005 and Guidance Notes issued by the Policy & Resources Committee of the States of Jersey. Based on these provisions and what is understood to be the current practice of the Jersey tax

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authorities, the Issuer would not be obliged to levy retention tax in Jersey under these provisions in respect of interest payments made by it to a paying agent established outside Jersey.

11.2

TAXATION IN LUXEMBOURG

General The following information is of a general nature only and is based on the laws in force in Luxembourg as of the date of this Prospectus. It does not purport to be a comprehensive description of all tax implications that might be relevant to an investment decision. It is included herein solely for preliminary information purposes. It is not intended to be, nor should it be construed to be, legal or tax advice. Prospective investors in the Capital Notes should consult their professional advisers with respect to particular circumstances, the effects of state, local or foreign laws to which they may be subject and as to their tax position. Please be aware that the residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in the present section to a tax, duty, levy impost or other charge or withholding of a similar nature refers to Luxembourg tax law and/or concepts only. Also, please note that a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au fonds de chômage), as well as personal income tax (impôt sur le revenu) generally. Investors may further be subject to net wealth tax (impôt sur la fortune) as well as other duties, levies or taxes. Corporate income tax, municipal business tax as well as the solidarity surcharge invariably apply to most corporate taxpayers resident in Luxembourg for tax purposes. Individual taxpayers are generally subject to personal income tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well. Withholding taxation of the Noteholders Non-residents Under the Luxembourg tax laws currently in force and subject to the application of the Luxembourg laws dated 21 June 2005 (“Savings Law”) implementing the European Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (“Savings Directive”) and several agreements concluded between Luxembourg and certain dependant territories of the European Union, there is no withholding tax on payments of interest (including accrued but unpaid interest) made to a Luxembourg non-resident Noteholder. There is also no Luxembourg withholding tax, upon repayment of the principal, or subject to the application of the Savings Law, upon redemption or exchange of the Capital Notes. Under the Savings Law, a Luxembourg based paying agent (within the meaning of the Savings Directive) is required since 1 July 2005, to withhold tax on interest and other similar income (including reimbursement premium received at maturity) paid by it to (or under certain circumstances, for the benefit of) an individual or a residual entity (“Residual Entity”) in the sense of article 4.2. of the Savings Law (i.e. an entity without legal personality and whose profits are not taxed under the general arrangements for the business taxation and that is not, or has not opted to be considered as, a UCITS recognised in accordance with Council Directive 85/611/EEC), resident or established in another Member State of the European Union, unless the beneficiary of the interest payments elects for an exchange of information. The same regime applies to payments to individuals or Residual Entities resident or established in any of the following territories: Aruba, British Virgin Islands, Guernsey, Isle of Man, Jersey, Montserrat and the Netherlands Antilles. The withholding tax is equal to 20 per cent. as from July 1 2008 and to 35 per cent. as from 1 July 2011. The withholding tax system will only apply during a transitional period, the ending of which depends on the conclusion of certain agreements relating to information exchange with certain other countries. Residents Withholding Tax Under Luxembourg general tax laws currently in force and subject to the law of 23 December 2005, there is no withholding tax on payments of principal, premium or interest made to Luxembourg resident Noteholders of the Capital Notes, nor on accrued but unpaid interest in respect of the Capital Notes, nor is any Luxembourg withholding tax payable upon redemption or repurchase of the Capital Notes held by

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Luxembourg resident Noteholders.

According to the law of 23 December 2005 a 10 per cent. Luxembourg withholding tax is levied on interest payments made by a Luxembourg paying agents to Luxembourg resident individuals as of 1 January 2006. This withholding tax also applies on accrued interest received upon sale, redemption or repurchase of the Notes. Such withholding tax will be in full discharge of income tax if the beneficial owner is an individual acting in the course of the management of his/her private wealth. In each case described here above, responsibility for the withholding tax will be assumed by the Luxembourg paying agent. Income Tax and Capital Gains A Noteholder who derives income from a Capital Note or who realizes a gain on the disposal or redemption of a Capital Note will not be subject to Luxembourg taxation on income or capital gains unless: (i) the Noteholder is, or is deemed to be, resident of Luxembourg for the purpose of the relevant provisions; or (ii) such income or gain is attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg; Net Worth Tax Luxembourg net worth tax will not be levied on a Noteholder unless: (i) the Noteholder is, or is deemed to be, a corporate entity being a resident in Luxembourg for the purpose of the relevant provisions; or (ii) such Capital Note is attributable to an enterprise or part thereof which is carried on through a permanent establishment or a permanent representative in Luxembourg; Gift and Inheritance Taxes Luxembourg gift or inheritance taxes will not be levied on the occasion of the transfer of a Capital Note by way of gift by, or on the death of, a Noteholder unless: (i) the Noteholder is, or is deemed to be, resident of Luxembourg for the purpose of the relevant provisions at the time of the transfer; or (ii) the gift is registered in Luxembourg; Other Taxes and Duties There is no Luxembourg registration tax, capital tax, stamp duty or any other similar tax or duty payable in Luxembourg in respect of or in connection with the issue of the Capital Notes or in respect of the payment of principal or interest under the Capital Notes or the transfer of the Capital Notes. If any documents in respect of the Capital Notes are required to be registered in Luxembourg, they will be subject to a fixed registration duty; Luxembourg tax residency of the Noteholders A Noteholder will not become resident, or deemed to be resident, in Luxembourg by reason only of the holding of a Capital Note or the execution, performance, delivery and/or enforcement of the Capital Notes.

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REGISTERED OFFICE OF RZB Am Stadtpark 9 A-1030 Vienna Austria

REGISTERED OFFICE OF THE ISSUER 22 Grenville Street St. Helier Jersey JE4 8PX Channel Islands FISCAL AGENT BNP Paribas Securities, Luxembourg Branch 33 rue de Gasperich Howald-Hesperange L-2085 Luxembourg CALCULATION AGENT BNP Paribas Securities, Luxembourg Branch 33 rue de Gasperich Howald-Hesperange L-2085 Luxembourg

LISTING AGENT BNP Paribas Securities, Luxembourg Branch 33 rue de Gasperich Howald-Hesperange L-2085 Luxembourg

PAYING AGENT BNP Paribas Securities, Luxembourg Branch 33 rue de Gasperich Howald-Hesperange L-2085 Luxembourg

LEGAL ADVISERS To the Issuer and RZB as to English law

To the Issuer and RZB as to Austrian law

To the Issuer and RZB as to Jersey law

Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HS United Kingdom

Freshfields Bruckhaus Deringer LLP Seilergasse 16 1010 Vienna Austria

Mourant du Feu & Jeune 22 Grenville Street St. Helier Jersey JE4 8PX Channel Islands

To the Dealer Managers as to English law Allen & Overy LLP One Bishops Square London E1 6AD United Kingdom

AUDITORS To the Issuer

To RZB

KPMG Channel Islands Limited PO Box 453 5 St. Andrews Place Charing Cross St. Helier, Jersey JE4 8WQ Channel Islands

KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft Kolingasse 19 A-1090 Vienna Austria

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RZB

ISSUER

Raiffeisen Zentralbank Österreich Aktiengesellschaft Am Stadtpark 9 A-1030 Vienna Austria

RZB Finance (Jersey) IV Limited 22 Grenville Street St Helier Jersey JE4 8PX Channel Islands

DEALER MANAGERS BNP Paribas 10 Harewood Avenue London NW1 6AA United Kingdom Telephone: +44 207 595 8668 Attention: Debt Restructuring Group Email: [email protected]

UBS Limited 1 Finsbury Avenue London EC2M 2PP United Kingdom Telephone: +44 20 7567 0525 Attention: Liability Management Group - Mark T Watkins Email: [email protected]

CO-DEALER MANAGER

EXCHANGE AGENT

Raiffeisen Zentralbank Österreich Aktiengesellschaft Am Stadtpark 9 A-1030 Vienna Austria

Lucid Issuer Services Limited 436 Essex Road London N1 3QP United Kingdom Telephone: +44 20 7704 0880 Fax: +44 20 7067 9098 Attention: Yves Theis Email: [email protected]

LEGAL ADVISERS To the Issuer and RZB as to English law

To the Issuer and RZB as to Austrian law

To the Issuer and RZB as to Jersey law

Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HS United Kingdom

Freshfields Bruckhaus Deringer LLP Seilergasse 16 A-1010 Vienna Austria

Mourant du Feu & Jeune 22 Grenville Street St Helier Jersey JE4 8PX Channel Islands

To the Dealer Managers as to English law Allen & Overy LLP One Bishops Square London E1 6AD United Kingdom

10155-01516 ICM:8530338.9

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