(Incorporated as a stock corporation in the Republic of Austria under registered number FN m)

Transkript

1 Erste Group Bank AG (Incorporated as a stock corporation in the Republic of Austria under registered number FN m) Warrants Programme Under this Programme (the "Programme"), Erste Group Bank AG (the "Issuer" or "Erste Group Bank") may, subject to compliance with all relevant laws, regulations and directives, from time to time issue warrants specified in the relevant Final Terms (as defined herein) on indices, shares, currency exchange rates, interest rates, commodities and future contracts in the German or English language under Austrian law (the "Warrants"). This Prospectus (the "Prospectus") has been approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, the "FMA") in its capacity as competent authority under the Austrian Capital Market Act (Kapitalmarktgesetz) (the "KMG") for approval of this Prospectus. The accuracy of the information contained in this Prospectus does not fall within the scope of examination by the FMA under applicable Austrian law and the Prospectus Directive 2003/71/EC, as amended. The FMA examines the Prospectus only in respect of its completeness, coherence and comprehensibility pursuant to section 8a of the KMG. Application may be made for the Programme and/or the Warrants to be admitted to the "Amtlicher Handel" (Official Market) and the "Geregelter Freiverkehr" (Second Regulated Market) (together, the "Austrian Markets") of the Wiener Börse (the "Vienna Stock Exchange"). Application may also be made to admit to trading such Warrants on the markets of the Stuttgart Stock Exchange (Börse Stuttgart) (EUWAX) and/or the Budapest Stock Exchange and/or the Bucharest Stock Exchange and/or the Prague Stock Exchange and/or the Zagreb Stock Exchange (together with the Austrian Markets, the "Markets"). References in this Prospectus to Warrants being listed (and all related references) shall mean that such Warrants have been admitted to trading on the Markets, excluding until MiFID (as defined below) is implemented in Croatia, the Zagreb Stock Exchange, each of which is a regulated market for the purposes of the Directive 2004/39/EC on markets in financial instruments, as amended ("MiFID"). Unlisted Warrants may be issued pursuant to this Programme. The relevant Final Terms in respect of the issue of any Warrants will specify whether or not such Warrants will be admitted to trading on the Markets (or any other market and/or stock exchange). The Issuer has requested the FMA to provide the competent authorities in other host Member States within the European Economic Area including Croatia, the Czech Republic, Germany, Hungary and Romania with a certificate of approval attesting that this Prospectus has been drawn up in accordance with Article 5.4 of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended (which includes the amendments made by the Directive 2010/73/EU, the "Prospectus Directive") and the KMG (regarding each member state a "Notification"). Each series (a "Series") and, if applicable, each tranche (a "Tranche") of Warrants will be represented by a permanent global note in bearer form (each a "Global Note"). Global Notes may (or in the case of Warrants listed on the Vienna Stock Exchange will) be deposited on the issue date with a common depository with or on behalf of Oesterreichische Kontrollbank Aktiengesellschaft, Vienna ("OeKB") and/or the Issuer and/or any other agreed depository for any other clearing system, if any, all as specified in the Final Terms. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. This Prospectus does not describe all of the risks of an investment in the Warrants, but the Issuer believes that all material risks relating to an investment in the Warrants have been described. Prospectus dated 16 July 2013

2 This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive as amended (which includes the amendments made by the Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent implemented in the relevant Member State) and the KMG, and for the purpose of giving information with regard to the Issuer and its subsidiaries and affiliates taken as a whole (the "Erste Group") and the Warrants which, according to the particular nature of the Issuer and the Warrants, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. This document is a base prospectus relating to non-equity securities according to Art. 22 para. 6 No. 4 of the Commission Regulation (EC) No. 809/2004 dated 29 April 2004, as lastly amended by Commission Regulation (EU) No. 486/2012 dated 30 March 2012 and Commission Regulation (EU) No. 862/2012 dated 4 June 2012 (the "Prospectus Regulation"). Competent authority for the approval of the Prospectus pursuant to Section 8a of KMG, that implements Prospectus Directive into Austrian law, is the FMA. In respect of the individual series of Warrants final terms (the "Final Terms") will be filed with the FMA. Any decision to purchase the Warrants should be made on a consideration of the Prospectus as a whole and including the respective Final Terms. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). Such documents shall be deemed to be incorporated in, and form part of this Prospectus, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Warrants and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Erste Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Erste Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Any material new circumstances or any material incorrectness or inaccuracy as to the statements contained in this Prospectus that could influence the assessment of the Warrants issued under the Programme and that occur or are determined between the approval of the Prospectus by the FMA and the final end of the public offer, or if earlier, the admission to trading on a regulated market of Warrants under the Programme will be included and published in a supplement to this Prospectus in accordance with the KMG. The distribution of this Prospectus and the offering or sale of the Warrants in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer to inform themselves about and to observe any such restriction. The Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may include Warrants in bearer form that are subject to US tax law requirements. The Warrants may not be offered, sold or delivered within the United States or to US persons except in certain transactions permitted by US tax regulations and the Securities Act. For a description of certain restrictions on offers and sales of Warrants and on distribution of this Prospectus, see "13. Subscription and Sale". Page 2

3 This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer to subscribe for, or purchase, any Warrants. Neither this Prospectus nor any financial statements supplied in connection with the Programme or any Warrants are intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer that any recipient of this Prospectus or any financial statements should purchase the Warrants. Each potential purchaser of Warrants should determine for itself the relevance of the information contained in this Prospectus or any financial statements and its purchase of Warrants should be based upon any such investigation as it deems necessary. This Prospectus has been prepared on the basis that any offer of Warrants in any Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") will only be made pursuant to the rules for public offers under the Prospectus Directive, as implemented in that Relevant Member State, or according to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of Warrants. Accordingly any person making or intending to make an offer in that Relevant Member State of Warrants which are the subject of an offering contemplated in this Prospectus as completed by final terms in relation to the offer of those Warrants may only do so (i) if a prospectus for such offer has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State and (in either case) published, all in accordance with the Prospectus Directive, provided that any such prospectus has subsequently been completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of the Prospectus Directive in that Relevant Member State and such offer is made in the period beginning and ending on the dates specified for such purpose in such prospectus or final terms, as applicable, and the Issuer has consented in writing to its use for the purpose of such offer or (ii) in circumstances in which no obligation arises for the Issuer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Except to the extent sub-paragraph (i) above may apply, the Issuer has not authorised, and will not authorise, the making of any offer of Warrants in circumstances in which an obligation arises for the Issuer to publish or supplement a prospectus for such offer. Page 3

4 TABLE OF CONTENTS TABLE OF CONTENTS... 4 DOCUMENTS INCORPORATED BY REFERENCE... 7 SUPPLEMENT TO THE PROSPECTUS... 8 SOURCES OF INFORMATION... 8 DOCUMENTS AVAILABLE FOR INSPECTION... 8 SIGNIFICANT CHANGES AND MATERIAL ADVERSE CHANGES... 9 CONSENT TO USE PROSPECTUS SUMMARY OF THE PROGRAMME A. INTRODUCTION AND WARNINGS B. THE ISSUER C. SECURITIES D. RISKS E. OFFER RISK FACTORS FACTORS THAT MAY AFFECT THE ISSUER S ABILITY TO FULFIL ITS OBLIGATIONS UNDER WARRANTS ISSUED UNDER THE PROGRAMME: RISKS RELATED TO THE BUSINESS OF ERSTE GROUP RISKS RELATED TO THE MARKETS IN WHICH ERSTE GROUP OPERATES FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH WARRANTS ISSUED UNDER THE PROGRAMME GENERAL RISK FACTORS RISK FACTORS RELATING TO CERTAIN TYPES OF WARRANTS PRODUCT NO 1: SPECIFIC RISKS ASSOCIATED WITH PUT/CALL WARRANTS PRODUCT NO 2: SPECIFIC RISKS ASSOCIATED WITH CLOSED END TURBO LONG AND CLOSED END TURBO SHORT PRODUCT NO 3: SPECIFIC RISKS ASSOCIATED WITH OPEN END TURBO LONG AND OPEN END TURBO SHORT PRODUCT NO 4: SPECIFIC RISKS ASSOCIATED WITH INTEREST-CAP- WARRANTS RISK FACTORS RELATING TO CERTAIN TYPES OF UNDERLYINGS RISK FACTORS RELATING TO CONFLICTS OF INTEREST THE WARRANTS GENERAL INFORMATION ABOUT THE WARRANTS DESCRIPTION OF THE WARRANTS AND THE RIGHTS ATTACHED TO THE WARRANTS, EXERCISE PROCEDURE AND CONSEQUENCES OF MARKET DISRUPTIONS OR ADJUSTMENTS LISTING AND TRADING Page 4

5 3.1.3 CURRENCY OF THE WARRANTS TERMS AND CONDITIONS OF THE OFFER, OFFER PERIOD PRICING OF THE WARRANTS AND FACTORS INFLUENCING THE PRICE OF THE WARRANTS DELIVERY OF THE WARRANTS CLEARING SYSTEMS AND FORM AND DELIVERY RESTRICTIONS ON THE FREE TRANSFERABILITY OF THE SECURITIES RANKING OF THE WARRANTS CONSENTS AND APPROVALS, RESOLUTIONS IN RESPECT OF THE ISSUE OF THE WARRANTS REASONS FOR THE OFFER AND USE OF PROCEEDS FROM THE SALE OF THE WARRANTS APPLICABLE LAW, PLACE OF PERFORMANCE AND PLACE OF JURISDICTION INTEREST OF INDIVIDUALS OR LEGAL ENTITIES INVOLVED IN THE ISSUE FEES EXPLANATION DESCRIPTION OF MECHANISM OF WARRANTS PRODUCT NO 1: DESCRIPTION OF MECHANISM OF PUT/CALL WARRANTS PRODUCT NO 2: DESCRIPTION OF MECHANISM OF CLOSED END TURBO LONG AND CLOSED END TURBO SHORT PRODUCT NO 3: DESCRIPTION OF MECHANISM OF OPEN END TURBO LONG AND OPEN END TURBO SHORT PRODUCT NO 4: DESCRIPTION OF MECHANISM OF INTEREST -CAP - WARRANTS TERMS AND CONDITIONS OF THE WARRANTS ISSUE SPECIFIC CONDITIONS PART A. PRODUCT SPECIFIC CONDITIONS PRODUCT NO 1: PUT/CALL WARRANTS PRODUCT NO. 2: CLOSED END TURBO LONG OR CLOSED END TURBO SHORT PRODUCT NO 3: OPEN END TURBO LONG OR OPEN END TURBO SHORT PRODUCT NO 4: INTEREST-CAP-WARRANTS PART B. UNDERLYING SPECIFIC CONDITIONS INDEX AS UNDERLYING CURRENCY EXCHANGE RATES AS UNDERLYING SHARES AS UNDERLYING INTEREST RATES AS UNDERLYING COMMODITIES AS UNDERLYING FUTURES CONTRACTS AS UNDERLYING Page 5

6 4.2 GENERAL CONDITIONS ERSTE GROUP BANK AG INTRODUCTION BACKGROUND SHARE CAPITAL OF ERSTE GROUP BANK BUSINESS OVERVIEW CURRENT REGULATORY TOPICS CREDIT RATINGS RECENT DEVELOPMENTS ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES MANAGEMENT BOARD SUPERVISORY BOARD REPRESENTATIVES OF THE SUPERVISORY AUTHORITIES POTENTIAL CONFLICTS OF INTEREST SHAREHOLDERS OF ERSTE GROUP BANK HISTORICAL FINANCIAL INFORMATION LEGAL PROCEEDINGS MATERIAL CONTRACTS TAXATION AUSTRIA CROATIA CZECH REPUBLIC GERMANY HUNGARY ROMANIA EU SAVINGS DIRECTIVE SUBSCRIPTION AND SALE FORM OF FINAL TERMS (GERMAN AND ENGLISH LANGUAGE) RESPONSIBILITY STATEMENT OF ERSTE GROUP BANK AG GLOSSARY AND LIST OF ABBREVIATIONS GERMAN TRANSLATIONS Page 6

7 DOCUMENTS INCORPORATED BY REFERENCE This Prospectus should be read and construed in conjunction with the following parts of the following documents which are incorporated by reference into this Prospectus and which have been filed with the FMA: Document/Heading Page reference in the relevant financial report English translation of the Audited Consolidated Financial Statements of the Issuer for the financial year ended 31 December 2011 Annual Report 2011 (the "Audited Consolidated Financial Statements 2011") Consolidated Income Statement Consolidated Balance Sheet Consolidated Statement of Changes in Total Equity Cash Flow Statement Notes to the Consolidated Financial Statements Auditors' Report English translation of the Audited Consolidated Financial Statements of the Issuer for the financial year ended 31 December 2012 Annual Report 2012 (the "Audited Consolidated Financial Statements 2012") Consolidated Income Statement Consolidated Balance Sheet Consolidated Statement of Changes in Total Equity Cash Flow Statement Notes to the Consolidated Financial Statements Auditors' Report English translation of the Unaudited Interim Condensed Consolidated Financial Statements of the Issuer for the first quarter year ended 31 March 2013 Interim Report First Quarter 2013 (the "Unaudited Interim Condensed Consolidated Financial Statements 31 March 2013") Statement of Comprehensive Income Balance Sheet Statement of Changes in Equity Cash Flow Statement Condensed notes to the Financial Statements of Erste Group for the period from 1 January to 31 March For the avoidance of doubt, such parts of the annual reports of the Issuer for the financial years 2012 and 2011 respectively as well as of the quarterly report for the first quarter year in 2013 which are not explicitly listed in the table above, are not incorporated by reference into Page 7

8 this Prospectus as these parts are either not relevant for the investor or covered elsewhere in this Prospectus. Any information not listed above but included in the documents incorporated by reference is given for information purposes only. Such parts of the documents which are explicitly listed above shall be deemed to be incorporated in, and form part of this Prospectus, save that any statement contained in such a document shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained in this Prospectus modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. SUPPLEMENT TO THE PROSPECTUS The Issuer is obliged by the provisions of the Prospectus Directive and the KMG, that if at any time during the duration of the Programme there is a significant new factor, material mistake or inaccuracy relating to information contained in this Prospectus which is capable of affecting the assessment of any Warrants and which arises or is noted between the time when the Prospectus is approved and the final closing of an offer of such Warrants to the public or, as the case may be, the time when trading on a regulated market begins, the Issuer shall prepare a supplement to this Prospectus or publish a replacement Prospectus for use in connection with any subsequent offering of the Warrants and shall supply to the FMA and the stock exchange operating the Markets such number of copies of such supplement or replacement hereto as relevant applicable legislation require. SOURCES OF INFORMATION Unless otherwise stated, statistical and other data provided in this Prospectus has been extracted from the Audited Consolidated Financial Statements 2012 and the Annual Report thereon and the Unaudited Interim Condensed Consolidated Financial Statements 31 March The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. Furthermore, certain statistical and other data provided in this Prospectus has been extracted from reports and other documents of certain statistical offices and/or national banks in countries where the Issuer operates and the sources of any such information are included in the relevant section of this Prospectus. The Issuer confirms that such information has been accurately reproduced and as far as the Issuer is aware and is able to ascertain from information published by the sources of such information, no facts have been omitted which would render the reproduced information inaccurate or misleading. DOCUMENTS AVAILABLE FOR INSPECTION For so long as Warrants may be issued pursuant to this Prospectus, the following documents will be available, during usual business hours on any weekday (Saturdays and public holidays excepted), for inspection at the registered office of the Issuer and the specified offices of the Paying Agents: (i) (ii) (iii) the articles of association of the Issuer; the Audited Consolidated Financial Statements 2012 and 2011 and the Unaudited Interim Condensed Consolidated Financial Statements 31 March 2013; each set of Final Terms for Warrants that are admitted to trading on a Market or on any other market or stock exchange; and Page 8

9 (iv) a copy of this Prospectus together with any supplement to this Prospectus or further Prospectus. The documents mentioned above under (ii) to (iv) can be obtained from investors free of charge during usual business hours on any weekday (Saturdays and public holidays excepted) at the registered office of the Issuer. Electronic versions of the following documents will be available on the website of the Issuer under " (i) (ii) (iii) a copy of this Prospectus together with any supplement to this Prospectus or further Prospectus; each set of Final Terms for Warrants that are publicly offered or admitted to trading on a Market or on any other market or stock exchange; and the Audited Consolidated Financial Statements 2012 and 2011 and the Unaudited Interim Condensed Consolidated Financial Statements 31 March 2013 incorporated by reference into this Prospectus. SIGNIFICANT CHANGES AND MATERIAL ADVERSE CHANGES Except as disclosed under "Current Regulatory Topics" starting on page 187, "Historical Financial Information" on pages 202 to 206 and "Recent Developments" on page 191 of this Prospectus, there has been no significant change in the financial or trading position of the Erste Group since 31 March 2013 and no material adverse change in the prospects of the Issuer since 31 December CONSENT TO USE PROSPECTUS The Issuer consents that all credit institutions pursuant to the Directive 2006/48/EC acting as financial intermediaries subsequently reselling or finally placing the Warrants (together, the "Financial Intermediaries") are entitled to use this Prospectus in Austria, Croatia, the Czech Republic, Germany, Hungary, Romania, and such other Member State of the European Economic Area whose competent authorities have been notified of the approval of this Prospectus for the subsequent resale or final placement of Warrants to be issued under the Programme during the relevant offer period (as determined in the applicable Final Terms) during which subsequent resale or final placement of the relevant instruments can be made, provided however, that the Prospectus is still valid in accordance with section 6a of the KMG which implements the Prospectus Directive. The Issuer accepts responsibility for the information given in this Prospectus also with respect to such subsequent resale or final placement of the Warrants. The consent by the Issuer to the use of the Prospectus for subsequent resale or final placement of the Warrants by the Financial Intermediaries has been given under the condition that (i) potential investors will be provided with the Prospectus, any supplement thereto and the relevant Final Terms and (ii) each of the Financial Intermediaries ensures that it will use the Prospectus, any supplement thereto and the relevant Final Terms in accordance with all applicable selling restrictions specified in this Prospectus and any applicable laws and regulations in the relevant jurisdiction. In the applicable Final Terms, the Issuer can determine further conditions attached to its consent which are relevant for the use of this Prospectus. In the event of an offer being made by financial intermediary the financial intermediary shall provide information to investors on the terms and conditions of the offer at the time the offer is made. Any financial intermediary using the Prospectus shall state on its website that it uses the Prospectus in accordance with this consent and the conditions attached to this consent. Page 9

10 1. SUMMARY OF THE PROGRAMME This summary is made up of disclosure requirements known as elements (the "Elements"). These Elements are numbered in sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and the Issuer. As some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and the issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the specification of "Not applicable". [In case of multi issuances, i.e. if more than one Series of Warrants is contained in the issue specific summary, insert: Some Elements might not be uniform with regard to the individual Series of Warrants. In this case the respective information relating to the individual Series of Warrants or a specific Underlying will be specified by mentioning the relevant ISIN of the Series or another unique identification feature in connection with the relevant information.] A. Introduction and Warnings A.1 Warning This summary (the "Summary") should be read as an introduction to this prospectus (the "Prospectus") of the Warrants Programme (the "Programme"). A.2 Consent by the Issuer or person responsible for drawing up the Prospectus to the use of the Prospectus for subsequent resale or final placement of Any decision by an investor to invest in Warrants issued under this Prospectus (the "Warrants") should be based on consideration of the Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States of the European Economic Area, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to Erste Group Bank AG ("Erste Group Bank"), Graben 21, 1010 Vienna, Austria (in its capacity as issuer under the Programme, the "Issuer") who tabled the Summary including any translation thereof, but only if the Summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus, or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such Warrants. The Issuer consents that all credit institutions pursuant to the Directive 2006/48/EC acting as financial intermediaries subsequently reselling or finally placing the Warrants (together, the "Financial Intermediaries") are entitled to use this Prospectus during the relevant offer period during which subsequent resale or final placement of the relevant instruments can be made, provided Page 10

11 securities by financial intermediaries. Indication of the offer period within which subsequent resale or final placement of securities by financial intermediaries can be made and for which consent to use the Prospectus is given. however, that the Prospectus is still valid in accordance with section 6a of the KMG which implements the Prospectus Directive. Any other clear and objective conditions attached to the consent which are relevant for the use of the Prospectus. Notice in bold informing investors that, in the event of an offer being made by a financial intermediary, this financial intermediary will provide information to investors on the terms and conditions of the offer at the time the offer is made. The consent by the Issuer to the use of the Prospectus for subsequent resale or final placement of the Warrants by the Financial Intermediaries has been given under the condition that (i) potential investors will be provided with the Prospectus, any supplement thereto and the relevant Final Terms and (ii) each of the Financial Intermediaries ensures that it will use the Prospectus, any supplement thereto and the relevant Final Terms in accordance with all applicable selling restrictions specified in this Prospectus and any applicable laws and regulations in the relevant jurisdiction. In the applicable Final Terms, the Issuer can determine further conditions attached to its consent which are relevant for the use of this Prospectus. In the event of an offer being made by financial intermediary the financial intermediary shall provide information to investors on the terms and conditions of the offer at the time the offer is made. B. The Issuer B.1 The legal and commercial name of the Issuer: B.2 The domicile and legal form of the Issuer, the legislation under which the Issuer operates and its country or incorporation: The legal name of Erste Group Bank is "Erste Group Bank AG", its commercial name is "Erste Group". "Erste Group" also refers to Erste Group Bank and its consolidated subsidiaries. Erste Group Bank is a stock corporation (Aktiengesellschaft) organised and operating under Austrian law, registered with the companies register (Firmenbuch) at the Vienna Commercial Court (Handelsgericht Wien) under the registration number FN 33209m. Erste Group Bank's registered office is in Vienna, Republic of Austria. It has its business address at Graben 21, 1010 Vienna, Austria. Page 11

12 B.4b Any known trends affecting the Issuer and the industries in which it operates: B.5 If the Issuer is part of a group, a description of the group and the Issuer's position within the group: B.9 Where a profit forecast or estimate is made, state the figure: B.10 A description of the nature of any qualifications in the audit report on the historical financial information: B.12 Selected historical key financial information: The past global financial crisis has led to an increase in regulatory activities at national and international levels to adopt new and more strictly enforce existing regulation for the financial industry in which the Issuer operates. Regulatory changes or enforcement initiatives could further affect the financial industry. New governmental or regulatory requirements and changes in levels of adequate capitalisation, liquidity and leverage could lead to increased capital and liquidity requirements or standards. Governmental and central bank action in response to the financial crisis could significantly affect competition and may affect investors of financial institutions. "Erste Group" consists of Erste Group Bank, together with its subsidiaries and participations, including Erste Bank Oesterreich in Austria, Česká spořitelna in the Czech Republic, Banca Comercială Română in Romania, Slovenská sporiteľňa in the Slovak Republic, Erste Bank Hungary in Hungary, Erste Bank Croatia in Croatia, Erste Bank Serbia in Serbia and, in Austria, Salzburger Sparkasse, Tiroler Sparkasse, s-bausparkasse, other savings banks of the Haftungsverbund, Erste Group Immorent, and others. Erste Group Bank operates as the parent company of Erste Group and is the lead bank in the Austrian Savings Banks Sector. Not applicable; no profit forecast or estimate has been made. Not applicable; there are no qualifications. in millions of Euro 31 December December 2011 Total liabilities and equity 213, ,006.3 Total equity 16, ,180.0 Net interest income 5, ,569.0 Pre-tax profit/loss (322.1) Net profit/loss for the year (562.6) Net profit/loss for the year attributable to owners of the parent (718.9) Source: Audited Consolidated Financial Statements 2012 and 2011 Page 12

13 in millions of Euro Source: Unaudited Interim Condensed Consolidated Financial Statements 31 March March December 2012 Total liabilities and equity 212, ,824 Total equity 16,430 16,339 in millions of Euro 31 March March 2012 Net interest income 1, ,336.9 Pre-tax profit/loss Net profit/loss for the period Net profit/loss for the period attributable to owners of the parent Statement with regard to no material adverse change in the prospects of the issuer since the date of its last published audited financial statements or a description of any material adverse change: Description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information: B.13 Description of any recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer s solvency: B.14 If the Issuer is part of a group, any dependency upon other entities within the group: B.15 A description of the Issuer s principal activities: As of the date of this Prospectus, there has been no material adverse change in the prospects of the Issuer and its subsidiaries since the date of the Audited Consolidated Financial Statements Not applicable. There has been no significant change in the financial position of the Issuer and its consolidated subsidiaries since 31 March Not applicable; there are no recent events particular to the Issuer that are to a material extent relevant to the evaluation of the Issuer s solvency. The Issuer is the parent company of Erste Group and thus dependent on the business results of the operations of all of its affiliates, subsidiaries and group companies. It provides a full range of banking and financial services, including deposit and current account products, mortgage and consumer finance, investment and working capital finance, private banking, investment banking, asset management, project finance, international trade finance, Page 13

14 B.16 To the extent known to the Issuer, state whether the Issuer is directly or indirectly owned or controlled and by whom and describe the nature of such control. B.17 Credit ratings assigned to an issuer or its debt securities at the request or with the cooperation of the issuer in the rating process: trading, leasing and factoring.. According to its most recent voting rights notification on 10 July 2013, 24.24% of the shares in Erste Group Bank were attributable to DIE ERSTE Österreichische Spar-Casse Privatstiftung ( Erste Stiftung ), including shares held by Wiener Städtische Wechselseitiger Versicherungsverein Vermögensverwaltung Vienna Insurance Group attributable to Erste Stiftung on the basis of a shareholders agreement. According to its most recent voting rights notification published on 24 November 2011, 9.98% of the shares in Erste Group Bank were held by CaixaBank, S.A. (formerly Criteria Caixacorp, S.A.) (not taking into account the increases in the share capital of Erste Group Bank implemented after that date and the acquisition by CaixaBank, S.A. of 1,000,000 additional shares in Erste Group Bank AG from Erste Stiftung in 2012). According to its most recent voting rights notification published on 9 January 2013, 4.42% of the shares in Erste Group Bank were held by Austria Versicherungsverein auf Gegenseitigkeit Privatstiftung. Credit rating assigned to the Warrants: [Not applicable; the Warrants are not rated.] [insert rating] Credit rating assigned to the Issuer as per 26 February 2013: Standard & Poors assigned the following ratings: Long term deposits Short term deposits Subordinated notes Outlook A A-1 BBB negative Moody's assigned the following ratings: Long term deposits Short term deposits Outlook Erste Group Bank AG A3 P-2 negative Public Sec. Cov. Bonds Aaa - - Mortgage Cov. Bonds Aaa - - Subordinated Ba1 Fitch assigned the following ratings: Long term deposits Short term deposits Outlook A F1 stable C. Securities Page 14

15 C.1 Description of the type and the class of the securities being offered and/or admitted to trading, including any security identification number: C.2 Currency of the securities issue: C.5 Description of any restrictions on the free transferability of the securities: C.8 Description of the rights attached to the securities including ranking and limitation to those rights: Type of Warrants The Warrants are [Put] [and] [Call] [Closed End Turbo [Long][Short]][Open End Turbo [Long][Short]][Interest-Cap] Warrants. Form of Warrants [Each Series of the] [The] Warrants will be represented by a global note. Security identification number ISIN(S): [ ] The specified Currency of the Warrants is [ ] Each Warrant [of a series of Warrants] is transferable in a number equal to the Minimum Trading Number and in numbers equal to the sum of such Minimum Trading Number plus an integral multiple, all as specified in Table 1 in the Annex to the Issue Specific Conditions and in accordance with the laws applying in each case and, where relevant, the respective applicable regulations and procedures of the securities depositary in whose records the transfer is registered. Rights attached to the Securities Each Warrant provides its respective holders, a claim for payment of a redemption amount, as described in detail under C.15. Status of the Securities [Each Series of the] [The] Warrants will constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer. Rank The Warrants are ranking pari passu among themselves and pari passu with all other unsecured and unsubordinated obligations of the Issuer except for any obligations preferred by law. Limitations to the Rights The Issuer is entitled to terminate the Warrants and to adjust the Terms and Conditions under to the conditions set out in the Terms and Conditions. C.11 Indication as to whether the securities offered are or will be the object of an application for admission to trading, with a view to their distribution in a regulated market or other equivalent [Application has been made to list [each Series of] the Warrants on the regulated market [(Amtlicher Handel)] [(Freiverkehr)] of the [Vienna][,][ and] [Stuttgart (EUWAX)] [,][ and] [Budapest][,][ and] [Bucharest][,][ and] [Prague][,][ and] [Zagreb] [insert other] Stock Exchange[, which [is][are] [not] [a] regulated market[s] for the purposes of Directive 2004/39/EC]. [The Securities have been admitted to the [regulated] [ ] market[s] of the [Vienna][,][ and] [Stuttgart (EUWAX)][,][ and] [Budapest][,][ and] [Bucharest][,][ and] [Prague][,][ and] Page 15

16 markets with indication of the markets in question: C.15 A description of how the value of the investment is affected by the value of the underlying instrument(s), unless the securities have a denomination of at least EUR [Zagreb] Stock Exchange, which [is][are] [not] [a] regulated market[s] for the purposes of Directive 2004/39/EC.] [The Issuer has made no application for the Warrants to be listed or admitted to trading on any regulated market.] [Description of Call Warrants With a Call Warrant, the investor can participate disproportionately (through leverage) in a positive performance of the price of the Underlying. However, the investor makes a leveraged loss if the performance of the price of the Underlying is negative, and takes the risk of the Call Warrant expiring worthless if the Reference Price equals or is below the Strike. On the Repayment Date, the investor receives a Cash Amount corresponding to the amount (multiplied with the Multiplier) by which the Reference Price exceeds the Strike. If the Reference Price equals or is below the Strike, the investor will not receive any payment and the Call Warrant expires worthless. During the lifetime, the investor does not receive any regular income (e.g. dividends or interest).] [Description of Put Warrants With a Put Warrant, the investor can participate disproportionately (through leverage) in a negative performance of the price of the Underlying. However, the investor makes a leveraged loss if the performance of the price of the Underlying is positive, and takes the risk of the Put Warrant expiring worthless if the Reference Price equals or exceeds the Strike. On the Repayment Date, the investor receives a Cash Amount corresponding to the amount (multiplied with the Multiplier) by which the Reference Price falls short of the Strike. If the Reference Price equals or exceeds the Strike, the investor will not receive any payment and the Put Warrant expires worthless. During the lifetime, the investor does not receive any regular income (e.g. dividends or interest).] [Description of Closed End Turbo Long With a Closed End Turbo Long, the investor can participate disproportionately (through leverage) in a positive performance of the price of the Underlying. However, the investor makes a leveraged loss if the performance of the price of the Underlying is negative, and takes the risk of the Closed End Turbo Long expiring worthless if the price of the Underlying equals or is below the Barrier at any time on an Observation Date. On the Repayment Date, the investor receives a Cash Amount corresponding to the amount (multiplied with the Multiplier) by which the Reference Price exceeds the Page 16

17 Strike. If the price of the Underlying equals or is below the Barrier at any time on an Observation Date, the investor will receive the Knock-Out Cash Amount and the Closed End Turbo Long expires immediately. The Knock-Out Cash Amount corresponds to the amount (multiplied with the Multiplier) by which the Knock-Out Reference Price exceeds the Strike on the day of the Knock-Out Event. During the lifetime, the investor does not receive any regular income (e.g. dividends or interest).] [Description of Closed End Turbo Short With a Closed End Turbo Short, the investor can participate disproportionately (through leverage) in a negative performance of the price of the Underlying. However, the investor makes a leveraged loss if the performance of the price of the Underlying is positive, and takes the risk of the Closed End Turbo Short expiring worthless if the price of the Underlying equals or exceeds the Barrier at any time on an Observation Date. On the Repayment Date, the investor receives a Cash Amount corresponding to the amount (multiplied with the Multiplier) by which the Reference Price falls short of the Strike. If the price of the Underlying equals or exceeds the Barrier at any time on an Observation Date, the investors receive the Knock-Out Cash Amount and the Closed End Turbo Short expires immediately. The Knock-Out Cash Amount corresponds to the amount (multiplied with the Multiplier) by which the Knock-Out Reference Price falls short of the Strike on the day of the Knock-Out Event. During the lifetime, the investor does not receive any regular income (e.g. dividends or interest).] [Description of Open End Turbo Long With an Open End Turbo Long, the investor can participate disproportionately (through leverage) in a positive performance of the price of the Underlying. However, the investor makes a leveraged loss if the performance of the price of the Underlying is negative, and takes the risk of the Open End Turbo Long expiring worthless if the price of the Underlying equals or is below the Barrier at any time on an Observation Date. In case of exercise by the investor or termination by the Issuer, the investor receives a Cash Amount corresponding to the amount (multiplied with the Multiplier) by which the Reference Price exceeds the Strike. If the price of the Underlying equals or is below the Barrier at any time on an Observation Date, the investors receive the Knock-Out Cash Amount and the Open End Turbo Long expires immediately. The Knock-Out Cash Amount corresponds to the amount (multiplied with the Multiplier) by which the Knock-Out Reference Price exceeds the Strike on the day of the Knock-Out Event. During the lifetime, the investor does not receive any Page 17

18 C.16 The expiration or maturity date of the derivative securities - the exercise date or regular income (e.g. dividends or interest).] [Description of Open End Turbo Short With an Open End Turbo Short, the investor can participate disproportionately (through leverage) in a negative performance of the price of the Underlying. However, the investor makes a leveraged loss if the performance of the price of the Underlying is positive, and takes the risk of the Open End Turbo Short expiring worthless if the price of the Underlying equals or exceeds the Barrier at any time on an Observation Date. In case of exercise by the investor or termination by the Issuer, the investor receives a Cash Amount corresponding to the amount (multiplied with the Multiplier) by which the Reference Price falls short of the Strike. If the price of the Underlying equals or exceeds the Barrier at any time on an Observation Date, the investor will receive the Knock-Out Cash Amount and the Open End Turbo Short expires immediately. The Knock-Out Cash Amount corresponds to the amount (multiplied with the Multiplier) by which the Knock-Out Reference Price falls short of the Strike on the day of the Knock-Out Event. During the lifetime, the investor does not receive any regular income (e.g. dividends or interest).] [Description of Interest-Cap-Warrants With an Interest-Cap-Warrant, the investor can participate disproportionately (through leverage) in a positive performance of the price of the Underlying. However, the investor makes a leveraged loss if the performance of the price of the Underlying is negative, and takes the risk of the Interest-Cap-Warrant not granting a payment if the price of the Underlying equals or is below the Base Interest Rate on the relevant Interest Determination Dates. On each Repayment Date, the investor receives a Cash Amount per Warrant corresponding to the product of the Calculation Value and the Differential Rate multiplied by [the Multiplication Factor and] the actual number of calendar days during the respective Calculation Period divided by 360. Differential Rate means the positive difference between the price of the Underlying and the Base Interest Rate as determined on the respective Interest Determination Date. If the price of the Underlying equals or is below the Base Interest Rate, the investor will not receive any payment with respect to the relevant Calculation Period. During the lifetime, the investor does not receive any regular income (e.g. dividends or interest).] Repayment Date(s): [ ] Exercise Date(s): [ ] Page 18

19 final reference date. C.17 A description of the settlement procedure of the derivative securities. C.18 A description of how the return on derivative securities takes place. C.19 The exercise price or the final reference price of the underlying. C.20 A description of the type of the underlying and where the information on the underlying can be found. Final Valuation Date(s): [ ] Any cash amounts payable by the Issuer shall be transferred to the relevant Clearing System for distribution to the Warrant Holders. [In case of American Exercise the option right may be exercised by the Warrant Holder on a business day within the exercise period. In order to exercise the option right effectively a declaration signed with legally-binding effect must have been submitted to the paying agent including, inter alia, the name of the Warrant Holder, the designation and number of the Warrants and information on a suitable bank account to which the Cash amount is to be credited. Any option rights not exercised effectively during the exercise period shall be deemed to be exercised on the last day of the exercise period, if the cash amount is positive.] [In case of European Exercise the option rights shall be deemed to be exercised on the last day of the exercise period, if the cash amount is positive.] Reference Price on the Final Valuation Date: [ ] Type: [Share] [Index] [Currency Exchange Rate] [Interest Rate] [Commodity] [Future Contract] Name: [ ] [Issuer][Sponsor]: [ ] [Reference Source]: [ ] Information on the Underlying and its volatility can be obtained [on the public website on ]] [and] [on the Bloomberg or Reuters page] as provided for each security or item composing the Underlying. D. Risks D.2 Key information on the key risks that are specific to the Issuer Risks related to the business of Erste Group - Difficult macroeconomic and financial market conditions may have a material adverse effect on Erste Group s business, financial condition, results of operations and prospects. - Erste Group has been and may continue to be affected by the ongoing European sovereign debt crisis, and it may be required to take impairments on its exposures to the sovereign debt of certain countries. - Erste Group has experienced and may in the future continue to experience a deterioration in credit quality, particularly as a result of financial crises or economic downturns. Page 19

20 - Erste Group is subject to significant counterparty risk, and defaults by counterparties may lead to losses that exceed Erste Group s provisions. - Erste Group s hedging strategies may prove to be ineffective. - Erste Group is exposed to declining values of the collateral supporting commercial and residential real estate loans. - Market fluctuations and volatility may adversely affect the value of Erste Group s assets, reduce profitability and make it more difficult to assess the fair value of certain of its assets. - Erste Group is subject to the risk that liquidity may not be readily available. - Rating agencies may suspend, downgrade or withdraw a rating of Erste Group Bank or of a country where Erste Group is active, and such action might negatively affect the refinancing conditions for Erste Group Bank, in particular its access to debt capital markets. - New governmental or regulatory requirements and changes in perceived levels of adequate capitalisation and leverage could subject Erste Group to increased capital requirements or standards and require it to obtain additional capital or liquidity in the future. - Erste Group s risk management strategies and internal control procedures may leave it exposed to unidentified or unanticipated risks. - Erste Group s business entails operational risks. - Erste Group may have difficulty recruiting or retaining qualified employees. - Any failure or interruption in or breach in security of Erste Group s information systems, and any failure to update such systems, may result in lost business and other losses. - Erste Group Bank may be required to provide financial support to troubled banks in the Haftungsverbund, which could result in significant costs and a diversion of resources from other activities. - Changes in interest rates are caused by many factors beyond Erste Group s control, and such changes can have significant adverse effects on its financial results, including net interest income. - Since a large part of Erste Group s operations, assets and customers are located in CEE countries that are not part of the Eurozone, Erste Group and its customers are exposed to currency risks. - Erste Group may be unable to achieve the return to profitability of BCR or may be required to recognize further impairment charges resulting from previous acquisitions. - A change of the ECB s collateral standards could have an adverse effect on the funding of Erste Group and access to liquidity. - Erste Group operates in highly competitive markets and competes against large international financial institutions as well as established local competitors. - Erste Group Bank s major shareholder may be able to control shareholder actions. - Contractual arrangements with the Republic of Austria may affect the business of Erste Group Bank and Erste Bank Oesterreich. - Compliance with anti-money laundering, anti-corruption and anti-terrorism financing rules involves significant costs and efforts and non-compliance may have severe legal and reputational consequences. Page 20