Raiffeisen Zentralbank Österreich AG

EANS-Capital Market Information: Raiffeisen Zentralbank Österreich AG
Change of law on securities other than shares

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Notice to Noteholders under the EMTN Programme of Raiffeisen Zentralbank Österreich Aktiengesellschaft ("RZB")(the "Programme")

Corporate Reorganisation of RZB

Notes outstanding under the Programme (the "Notes"):

XS0119732641; XS0120255137; XS0146284442; XS0197070674; XS0204408214; XS0217832426; XS0220636343; XS0221295115; XS0242395357; XS0258576403; XS0264586503, XS0266396547, XS0266842771, XS0270492654; XS0271430679, XS0279660046; XS0284860656; XS0284781431;XS0289338609; XS0300807939; XS0305474461; XS0307006436; XS0309195724; XS0312177339; XS0312177503; XS0326967832; XS0332835395; XS0341159316; XS0361753204; XS0363644591; XS0366798089; XS0371504365; XS0373706497; XS0375345872; XS0376005715; XS0376434246; XS0383448114; XS0385075758; XS0393579684; XS0439489625; XS0444603780

On 9 October 2010 the demerger of the main part of RZB´s assets and liabilities, constituting RZB´s "corporate customer business" division including associated shareholdings, to Cembra Beteiligungs AG ("Cembra"), a wholly-owned indirect subsidiary of RZB, was registered in the Austrian commercial register (Firmenbuch).

On 10 October 2010 the merger of Cembra into its majority-owned subsidiary Raiffeisen International Bank-Holding AG ("RI") was registered in the Austrian commercial register. On the same day RI, being the absorbing entity of the merger, changed its name to Raiffeisen Bank International AG ("RBI"). RBI´s shares continue to be listed on the Vienna Stock Exchange.

RZB has retained approximately 12 percent of its consolidated total assets and liabilities (as at 31 December 2009) and continues to operate as the central institution of the Austrian Raiffeisen Banking Group and as the steering holding company of the RZB group, which includes RZB´s approximately 79 percent stake in RBI.

Deutsche Trustee Company Limited as trustee (the "Trustee") for the holders of the Notes (the "Noteholders") has determined pursuant to clause 10.1 of each of the Trust Deeds appertaining to each of the Series of Notes that any Potential Event of Default or Event of Default that might have otherwise occurred as a result of the merger and the demerger referred to above pursuant to:

(A) Condition 10(e)(ii) of the Notes constituted by each of the 10 May 1999 Trust Deed (as amended on 26 June 2000), the 26 June 2001 Trust Deed and the 30 July 2004 Trust Deed; and

(B) Condition 14(e)(ii) of the Notes constituted by each of the 18 January 2006 Trust Deed, the 22 December 2006 Trust Deed, the 20 December 2007 Trust Deed and the 2 March 2009 Trust Deed,

(to the extent such Conditions relate to RZB as Issuer ceasing to carry on a substantial part of its business or operations) shall not be treated as such for the purposes of the Notes. In reaching its determination the Trustee has taken financial advice and has made its determination on the basis that (i) RZB remains the issuer under the Programme and continues to be the principal obligor under and fully liable for all Notes and (ii) RBI has issued for the benefit of the Noteholders an unconditional and irrevocable guarantee with respect to the senior Notes as well as an unconditional and irrevocable subordinated payment undertaking with respect to the subordinated Notes to ensure that the Noteholders have direct access to the assets of RBI, including the assets that were transferred from RZB to RBI.

This notice applies to the following trust deeds (each as amended and/or restated from time to time including by a supplemental trust deed dated 8 October 2010) relating to the Programme: - trust deed dated 10 May 1999 (the "10 May 1999 Trust Deed"); - trust deed dated 26 June 2001 (the "26 June 2001 Trust Deed"); - trust deed dated 30 July 2004 (the "30 July 2004 Trust Deed"); - trust deed dated 18 January 2006 (the "18 January 2006 Trust Deed"); - trust deed dated 22 December 2006 (the "22 December Trust Deed"); - trust deed dated 20 December 2007 (the "20 December 2007 Trust Deed"); and - trust deed dated 2 March 2009 (the "2 March 2009 Trust Deed" and, together with 10 May 1999 Trust Deed, 26 June 2001 Trust Deed, 30 July 2004 Trust Deed, 18 January 2006 Trust Deed, 22 December 2006 Trust Deed and 20 December 2007 Trust Deed, the "Trust Deeds").

Capitalised terms used in this notice and not otherwise defined bear, in respect to each Series of Notes, the meanings given to them in the relevant Trust Deed appertaining to each such Series of Notes.

Noteholders may obtain further information as well as copies of the Trust Deeds and the guarantee/subordinated payment undertaking from:

Susanne Langer Head of Group Investor Relations Raiffeisen Zentralbank Österreich Aktiengesellschaft Am Stadtpark 9, A-1030 Vienna investor@rzb.at Phone: +43-1-71707-2089

October 2010 Raiffeisen Zentralbank Österreich Aktiengesellschaft

end of announcement                               euro adhoc
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Further inquiry note:

Raiffeisen Zentralbank Österreich AG
Am Stadtpark 9
Prokurist Andreas Ecker
43 1 71707-1753
andreas.ecker@rzb.at

MMag. Doris Eder
43 1 71707-1289
doris.eder@rzb.at

Branche: Banking
ISIN:
WKN:
Börsen: Luxembourg Stock Exchange / stock market
SIX Swiss Exchange / stock market
Euronext Paris / stock market
Wien / stock market

Original-Content von: Raiffeisen Zentralbank Österreich AG, übermittelt durch news aktuell

Weitere Meldungen: Raiffeisen Zentralbank Österreich AG

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