EURIBOR-based Financing of Export Transactions and Production

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1 EURIBOR-based Financing of Export Transactions and Production Business Conditions for the Export Financing Scheme Refinancing on Commercial Terms in Euro January 2016

2 This translation from German is for convenience only. The German version of the business conditions applies to any refinancing. 2 EURIBOR-based Financing of Export Transactions and Production (January 2016)

3 General Sec. 1 Subject Subject of these business conditions are the general terms and conditions of an agreement on the refinancing of export credits (the Agreement ). Refinancing may be provided for (1) (a) credits which are granted by credit institutions to an enterprise (the Exporter ) to finance the payment terms of its export deliveries and services, including leasing business (the Export Transaction ) (the Supplier Credits ); (b) credits which are granted by credit institutions through the purchase of outstanding receivables of the Exporter against an importer having its seat abroad (the Importer ) which result from an Export Transaction (the Purchase of Receivables ); (c) credits which are granted by credit institutions to a foreign government, an importer or to a credit institution having its seat abroad (each an Importer ) to pay the outstanding debts resulting from an Export Transaction (the Buyer Credits ). (2) credits which are granted by credit institutions to an Exporter to finance his production costs and additional purchases of deliveries and services dedicated for export (the Production Costs ). Sec. 2 Parties to the Agreement Parties to the Agreement are Oesterreichische Kontrollbank Aktiengesellschaft ( OeKB ) as lender and a credit institution (the Hausbank ) as borrower. Sec. 3 Application Principle Refinancing is exclusively provided on written application by the Hausbank. There is no obligation of OeKB to refinance. EURIBOR-based Financing of Export Transactions and Production (January 2016) 3

4 Preconditions of Refinancing Sec. 4 Collateral Precondition for the refinancing by OeKB is an Export Transaction which meets the requirements of section 1 Export Financing Guarantees Act as amended from time to time (the EFGA ) and for which (a) a guarantee or a bill of exchange guaranteed by aval by the Republic of Austria pursuant to the Export Guarantees Act as amended (the EGA ) or (b) the liability of a credit insurer pursuant to the EFGA or (c) a guarantee by Austria Wirtschaftsservice Gesellschaft mbh or (d) the liability of an international organisation pursuant to the EFGA is provided. Sec. 5 Form of Collateral (1) For refinancing credits granted by OeKB according to the Export Financing Scheme ( EFS ) collateral must be provided by the Hausbank. The collateral required depends on the structure of the Export Transaction and the underlying instrument of liability. As collateral may serve (a) the assignment to OeKB for security purposes of (i) the contractual claims of the Hausbank against the Exporter in case of the Financing of Production Costs; (ii) the contractual claims of the Hausbank against the Exporter as well as the export receivables assigned by the Exporter to the Hausbank in case of Supplier Credits; (iii) the contractual claims of the Hausbank against the Importer in case of Purchases of Receivables and Buyer Credits as well as (iv) the rights and claims under the collateral pursuant to section 4; or (b) the delivery of (i) bills of exchange drawn by the Hausbank on the Exporter and guaranteed by aval by the Republic of Austria pursuant to the EGA or (ii) bills of exchange drawn by the Hausbank on itself (promissory notes) issued in favour of OeKB and guaranteed by aval by the Republic of Austria pursuant to the EGA, in each case to the extent of the refinancing. (2) OeKB reserves the right to ask at any time for additional collateral in case of a deterioration of the risk situation. 4 EURIBOR-based Financing of Export Transactions and Production (January 2016)

5 Sec. 6 Collateral by Assignments (1) To the extent of the refinancing, all rights and claims named in section 5 (1) (a) have to be validly assigned to OeKB for security purposes. Accordingly, the Hausbank must submit to OeKB a corresponding offer in writing. (2) All receivables assigned to OeKB for security purposes must be noted in the books of the Hausbank in such a way as required by law and court decisions. OeKB assumes that the Hausbank runs its bookkeeping in electronic form (computerised bookkeeping). In that case the Hausbank will make a note of the assignments in the respective account form for debtors and in all data evaluations which are relevant for the publicity of these assignments (as e.g. in the list of accounts receivable, in the list of outstanding receivables and in respect of the assignment of federal guarantees and other guarantees as well as of insurance policies in the list of guarantees in favour of the Hausbank or in the list of credit insurers, provided that the Hausbank maintains such lists). The auditor, respectively the bank auditor of the Hausbank must certify every year that the notes which are required for the validity of the assignments are effectively made in the books of the Hausbank and in the relevant data evaluations. (3) In case the consent of the collateral provider is required for the assignment or further assignment of the rights and claims of the collateral listed in section 4 to OeKB for security purposes, such consent has to be proven to OeKB. In case this consent is not required, the collateral provider must be informed of the assignment to OeKB ( third party debtor information ). The information of the collateral provider is made by OeKB. (4) Indemnification payments under the collateral listed in section 4 may lawfully be made to the assigning Hausbank, until otherwise instructed by OeKB. (5) For the refinancing credit to be granted OeKB reserves the right to apply according to the legal and factual situation of a financing a certain foreign law for the assignment and to implement other prerequisites for the legally effective assignment or to ask for other equivalent collateral (see section 32 (2)). Sec. 7 Collateral by Bills of Exchange Guaranteed by Aval (1) The total amount of bills of exchange pursuant to section 5 (1) (b) must correspond to the amount of refinancing and the bills of exchange must match the due dates and amounts laid down in the Agreement by the time the funds granted by the Agreement are fully drawn. (2) Bills of exchange guaranteed by aval by the Republic of Austria, drawn by the Hausbank on the Exporter to its order and serving as collateral must be endorsed by the Hausbank to OeKB with the pledge endorsement Wert zur Sicherheit an Oesterreichische Kontrollbank Aktiengesellschaft ( Value as security for Oesterreichische Kontrollbank Aktiengesellschaft ). Bills of exchange pledged in such a way will be re-endorsed by OeKB to the issuing Hausbank with the note Wert zur Einziehung ( Value for collection ) and must be held in escrow by the latter. OeKB reserves the right to retain the bill of exchange instead of the holding in escrow by the Hausbank and the reendorsement or to demand the re-endorsed bill of exchange back at any time. (3) Bills of exchange guaranteed by aval by the Republic of Austria, issued by the Hausbank as promissory notes in favour of OeKB and serving as collateral are kept by OeKB. EURIBOR-based Financing of Export Transactions and Production (January 2016) 5

6 Terms of Refinancing Sec. 8 Currency (1) The refinancing is provided in euro irrespective of the currency of the collateral pursuant to section 4 which may be issued in a foreign currency that is convertible. (2) In case of assignments pursuant to section 6, the rights and claims may be denominated in a foreign currency, provided that the collateral pursuant to section 4 or the credit to be refinanced are denominated in a foreign currency as well. (3) In general the exchange rate published by the European Central Bank is used for converting currencies. (4) The exchange date is to be agreed between OeKB and the Hausbank. Sec. 9 Amount of Refinancing (1) The refinancing of the Hausbank by OeKB may reach the maximum amount of the collateral pursuant to section 4 less a potential amount retained for own account. (2) In case of financing leasing transactions the part of the leasing costs which corresponds to interest must be deducted. Sec. 10 Interest Rate (1) The applicable interest rate charged by OeKB for the refinancing credit is the 3- or 6-month-EURIBOR applicable for the respective interest period plus the margin pursuant to (3) less 0.5 per cent p.a. (2) The EURIBOR-rate will be determined by OeKB two banking days prior to the end of the respective interest period for the following interest period by referring to a site of an electronic information service designed for EURIBOR rates (Thomson Reuters page EURIBOR01 or Bloomberg). In case the initial interest period is shorter than the agreed three or six months, the published EURIBOR-rate will be applied which is fixed two working days prior to the refinancing offer and corresponds to this interest period. In case no EURIBOR-rate is published for this interest period, the next higher published EURIBOR-rate will be applied. In case the EURIBOR-rate cannot be ascertained as described above, the arithmetic average of the offers requested by OeKB for three or six months deposit by three in the interbank markets in the euro zone leading credit institutions on the interest determination day shall be relevant for the determination of the interest rate. In case this determination also fails, the last applicable interest rate shall be valid for the following interest period. (3) The margin on the EURIBOR-rate is based on the weighted average life (WAL) of the refinancing credit and will be determined by means of a matrix whose lines show the WAL of the drawings and whose columns show the WAL of the repayments in years. The respective intersection displays the applicable margin. 6 EURIBOR-based Financing of Export Transactions and Production (January 2016)

7 (4) (a) For the WAL-calculation the drawing period starts with the date of the issuing of the refinancing offer: The dates and amounts of drawings and repayments correspond to the Agreement to be concluded. The margin is determined by the relevant matrix effective at the time of application for the refinancing, provided that the required collateral pursuant to section 4 is available at that time. This margin remains unchanged for the entire term of the refinancing. (b) In case of a Promise pursuant to sections 21 et sqq. the drawing period for the WAL-calculation starts with the date of issuing of the Promise. The amount of the margin is determined in this case by the matrix effective at the time of application for the Promise. (5) For the determination of the EURIBOR-rate the TARGET2 closing days are relevant whether a day is a banking day. (6) The margins of OeKB will be published on OeKB s-website Sec. 11 Interest Period (1) Interest periods end in principle on 31 March, 30 June, 30 September and 31 December of each calendar year. (2) Interest periods may also end every three or six months at the dates laid down in the Agreement. (3) In case an interest period ends on a non-banking day, it shall in principle be postponed to the following banking day, provided this day is not in the following month. In this case the interest period will be shortened to the preceding banking day. The term of an interest period is three or six months except the initial interest period which starts with the issuing of the refinancing offer and is in any case limited with the following end of the interest period. (4) A banking day is in principle determined by the Austrian banking calendar, the banking calendar of the seat of the Hausbank and the TARGET2-closing days. Sec. 12 Accrual of Interest (1) Interest starts with the day following the drawing of the refinancing funds and ends with the day of repayment of the refinancing funds which has to be included. (2) Interest is due and payable in arrears at the end of the interest period on the basis of actual/360 (euro method). EURIBOR-based Financing of Export Transactions and Production (January 2016) 7

8 Sec. 13 Obligation to Pass On the Interest Rates (1) In case of financing the Production Costs, which are refinanced in the EFS, the Hausbank is obliged to charge the Exporter not more than the respective EURIBOR-rate plus OeKB s margin according to the Agreement. (2) In case of financing Supplier Credits, which are refinanced in the EFS, the Hausbank is obliged to charge the Exporter not more than the respective EURIBOR rate plus OeKB s margin according to the Agreement. (3) In case of Purchases of Receivables and the granting of Buyer Credits, which are refinanced in the EFS, where the interest rates charged by the Hausbank to the Importer are below the respective EURIBOR-rate plus OeKB s margin according to the Agreement, the Hausbank must not charge the Exporter more than the difference between the interest rates laid down in the Purchase of Receivables or in the Buyer Credit and the respective EURIBOR-rate plus OeKB s margin according to the Agreement. 8 EURIBOR-based Financing of Export Transactions and Production (January 2016)

9 Draw-Down and Repayment Sec. 14 Draw-Down (1) The funds may only be drawn according to the draw-down schedule provided in the Agreement. The draw-down occurs in consultation with OeKB, at the latest until 3 p.m. (Vienna time) on the proposed value date. (2) Precondition for the disbursement is the acceptance of the refinancing offer pursuant to section 25 as well as (a) a written offer by the Hausbank to assign the rights and claims pursuant to section 6 and the written acceptance of this offer by OeKB or (b) the availability of bills of exchange guaranteed by aval by the Republic of Austria and pledged if need be pursuant to section 7 (2) in the amount of the proposed draw-down as well as (c) the availability of other collateral which may additionally be required in case of (a) and (b). (3) Draw-down of refinancing funds is permissible only up to the amount of Production Costs already accrued, the outstanding export claims or up to the amount of the outstanding Buyer Credit. (4) In case the date for a draw-down is a non-banking day, the draw-down must be made in principle on the preceding banking day. Section 11 (4) applies. Sec. 15 Consequences of Non-Compliance with the Draw- Down Schedule If the funds are not drawn or only partly drawn within the agreed draw-down schedule, title to the respective undrawn part forfeits in principle. Sec. 16 Repayment (1) The repayment of the refinancing credit will be laid down in the Agreement in such a way that it matches the conditions contained in the collateral, generally in equal semi-annual instalments. (2) Repayments are automatically debited to the account of the Hausbank held with OeKB (see section 26) on the contractually agreed repayment date. (3) The Hausbank is liable for the care of a prudent businessman that (a) the amounts of collateral fixed in accordance with section 4 or the sum of the bills of exchange guaranteed by aval by the Republic of Austria do not fall at any time below the outstanding refinancing funds and (b) the amount of drawings on the refinancing credit granted to it by OeKB does not exceed the outstanding credit to the Exporter or Importer. (4) In case the date for a repayment is a non-banking day, repayment must be made in principle on the preceding banking day. Section 11 (4) applies. EURIBOR-based Financing of Export Transactions and Production (January 2016) 9

10 Sec. 17 Accelerated Maturity In case the conditions of section 16 (3) have been violated the respective difference in the amount falls immediately due for repayment. Sec. 18 Early Repayment (1) The repayment of refinancing funds prior to one of the dates fixed in the Agreement ( Early Repayment ) requires the consent by OeKB, except the Early Repayment of Buyer Credits, to which (2) applies. (2) An Early Repayment of Buyer Credit financing is allowed. The Hausbank must reach an agreement with OeKB in respect of the value date of the repayment and an undrawn balance. (3) Any Early Repayment will be credited against the next due instalment of principal. Sec. 19 Consequences of Early Repayment of Buyer Credits (1) In case Early Repayment occurs with a Buyer Credit prior to the end of the current interest period, the Hausbank must reimburse such costs which arise for OeKB because the refinancing funds must be invested elsewhere until the end of the interest period. OeKB will determine the interest rate for re-investment which will correspond to the rates applicable from time to time in the respective money or capital markets. The costs to be charged to the Hausbank are equal to the the difference between the cash values of the interest rate according to the Agreement and the interest rate for re-investment at the time of Early Repayment. (2) The provisions of (1) apply irrespective of the reason for the Early Repayment even in case of accelerated maturity pursuant to section 17. (3) In case of an Early Repayment of refinancing funds by the Hausbank not exceeding the amount of the following instalment of principal and not earlier than one month prior to maturity, OeKB will not charge costs pursuant to (1). Sec. 20 Deferral of Repayment Dates In case a repayment date provided in the Agreement will foreseeably be exceeded, the Hausbank must apply without delay in writing for a deferral, but not later than two banking days prior to this date. It is up to OeKB to decide on deferring repayment dates and under which terms. If OeKB does not agree to a deferral, the account of the Hausbank held with OeKB (see section 26) will be debited automatically on the repayment date with the amount of the due instalment of principal provided in the Agreement. 10 EURIBOR-based Financing of Export Transactions and Production (January 2016)

11 Promises to Refinance Sec. 21 Scope of Application On written application OeKB will issue to the Hausbank a promise to refinance ( Promise ) Export Transactions, for which a collateral pursuant to section 4 is applied for. The Promise is the conditional commitment to grant a refinancing credit which contains the terms and conditions of the future Agreement. Sec. 22 Term of Promise (1) The maximum term of the Promise is six months from application. A Promise may be repeatedly applied for the same Export Transaction. (2) The Hausbank may cancel the Promise any time. Sec. 23 Commission for Promises (1) For the Promise OeKB will charge the Hausbank a commission laid down in the Promise (expressed as percentage p.a. of the amount of refinancing). (2) The commission for the Promise is due and payable on the day on which the Promise ends pursuant to (3) on the basis of actual/360 (euro-method). (3) The calculation of the commission for the Promise starts with the day of acceptance of the offer of the Promise and ends with the day of the cancellation of the Promise by the Hausbank, the expiry of the Promise or the conversion of the Promise into an Agreement. (4) In case the end of the Promise falls on a non-banking day, the commission for the Promise is calculated in principle up to and including the following banking day, provided this day is not in the following month. In that case the calculation is made up to and including the preceding banking day. The debit is made on the same banking day. Section 11 (4) applies. Sec. 24 Conversion of the Promise (1) The conversion of the Promise is made upon application by the Hausbank, subject to approval of the collateral as applied for. (2) The conversion may only be made on the terms and conditions of the Promise. EURIBOR-based Financing of Export Transactions and Production (January 2016) 11

12 Other Conditions Sec. 25 Conclusion of the Agreement and Term of the Agreement (1) The Agreement is concluded by acceptance by the Hausbank of OeKB s offer to refinance or to issue a Promise. The acceptance must be in writing and in due time. It occurs timely when it was dispatched within the term of acceptance laid down in the offer. (2) The Agreement becomes effective upon conclusion or at the date laid down in the refinancing offer. (3) In any case the term of the Agreement is limited by the term of the collateral pursuant to section 4. Sec. 26 Payments The settlement of payments in the EFS is carried out without exemption on an account of the Hausbank held with OeKB. Sec. 27 Duties and Taxes OeKB reserves the right to charge the Hausbank duties and taxes which may arise in future in connection with an Agreement. Sec. 28 Contractual Exclusion of Set-Off The set-off of claims of the Hausbank against OeKB against the obligations of the Hausbank arising from an Agreement is excluded. Sec. 29 Data Processing The Hausbank declares to agree to electronic processing of the data which are provided by it for refinancing purposes and that it is authorised by the Exporter to make this statement also in his name. 12 EURIBOR-based Financing of Export Transactions and Production (January 2016)

13 Sec. 30 Written Form (1) Amendments to the Agreement or other arrangements are only valid if made in writing. (2) Other arrangements in connection with the EFS may only be made in writing. (3) Equivalent to the written form are legal acts which are made through the Online Export Financing (OLEF) of OeKB. Sec. 31 Partial Invalidity The invalidity of provisions of these business conditions shall not affect the validity of the other provisions thereof. Instead of the invalid provision a regulation applies which is closest to the invalid provision. As soon as the invalidity of a provision is recognised, OeKB will provide a restatement. Sec. 32 Applicable Law (1) The Agreements are subject to Austrian substantive law, not including the UN Convention on Contracts for the International Sale of Goods. (2) In case the Hausbank has its seat abroad, OeKB may provide pursuant to section 6 the application of another law for the assignment for security purposes and the legal acts connected therewith as well as for other arrangements to be made to secure the refinancing credit. Sec. 33 Jurisdiction The courts competent for the first district of Vienna shall have exclusive jurisdiction. EURIBOR-based Financing of Export Transactions and Production (January 2016) 13

14 14 EURIBOR-based Financing of Export Transactions and Production (January 2016)

15 EURIBOR-based Financing of Export Transactions and Production (January 2016) 15

16 Oesterreichische Kontrollbank AG Credit Department Strauchgasse Vienna, Austria Tel Fax credit.department@oekb.at 16 EURIBOR-based Financing of Export Transactions and Production (January 2016)

Final Terms. Erste Group CMS Subordinated Floater Erste Group CMS Nachrangfloater (the Notes) issued pursuant to the

Final Terms. Erste Group CMS Subordinated Floater Erste Group CMS Nachrangfloater (the Notes) issued pursuant to the 07.01.2016 Final Terms Erste Group CMS Subordinated Floater 2016-2026 Erste Group CMS Nachrangfloater 2016-2026 (the Notes) issued pursuant to the EUR 30,000,000,000 Debt Issuance Programme of Erste Group