Raiffeisen-Kundengarantiegemeinschaft

Transcription

1 Raiffeisen-Kundengarantiegemeinschaft Österreich.

2 Guarantee Statement Raiffeisen-Kundengarantiegemeinschaft Österreich already includes local Raiffeisen banks and regional Raiffeisen banks in seven provinces and Raiffeisen Zentralbank Österreich AG, which together hold over 80% of the total deposits of the Austrian Raiffeisen Banking Group. Walter Rothensteiner Chairman Raiffeisen Zentralbank Österreich AG Fritz Hakl Chairman Raiffeisen-Kundengarantiegemeinschaft Tirol Christian Konrad Chairman Raiffeisen- Kundengarantiegemeinschaft Niederösterreich-Wien Julius Marhold Chairman Raiffeisen-Kundengarantiegemeinschaft Burgenland Ludwig Scharinger Chairman Raiffeisen-Kundengarantiefonds Oberösterreich Kurt Amann Chairman Raiffeisen-Kundengarantiegemeinschaft Vorarlberg Wilfried Thoma Chairman Kundengarantiegemeinschaft der Raiffeisen-Geldorganisation Steiermark

3 Austrian Raiffeisen Banking Group Strength and Security through Co-operation The Austrian Raiffeisen Banking Group is a co-operation of credit institutions the local Raiffeisen banks, regional Raiffeisen banks and Raiffeisen Zentralbank Österreich AG (RZB) that are operated throughout Austria according to the principle of regionality and subsidiarity and is characterised by particularly close customer contact. Certain rules are required so as to ensure that the co-operation within the Austrian Raiffeisen Banking Group functions properly and coherently: The local Raiffeisen banks that are connected to a regional Raiffeisen bank must hold a liquidity reserve at this bank. The intent of this rule is to enable the Raiffeisen banks in a co-operative to maintain an appropriate balance between money supply and credit demand. In order to make it possible for the regional Raiffeisen bank to fulfil this balancing role, it is of prime importance that greater manoeuvrability is guaranteed by holding liquidity reserves at the regional Raiffeisen bank. The function of the regional Raiffeisen bank as a cash pooling point is thus ensured, the maturity transformation of larger amounts is eased and the availability of capital for larger projects is guaranteed through the regional Raiffeisen bank. All local Raiffeisen banks connected to a regional Raiffeisen bank are also required to invest all liquid funds at this bank and to obtain any loans and credit from this bank. In addition to this, the principle of solidarity is also of central importance to the Austrian Raiffeisen Banking Group. Because although each individual credit institution is an independent bank, every customer of a Raiffeisen bank should be able to rely on the security of his deposits and on the strength of the entire Austrian Raiffeisen Banking Group. The Raiffeisen Banking Group has a dense network to safeguard their customers deposits: 4

4 1 Österreichische Raiffeisen-Einlagensicherung reg.gen.m.b.h. This takes on the function of legal bank deposit insurance and investor compensation according to the Austrian Banking Law, whereby with this institution one should pay particular attention to the maximum legal limit of euro 20,000,. 2 The Raiffeisen Banking Group s Solidarity Co-operatives These associations, which exist at the provincial level, voluntarily support any member Raiffeisen bank that gets into economic difficulties. Economic difficulties can be understood primarily as losses from credit deals for which the co-operative member has not sufficiently provided for from its own resources. The solidarity co-operatives also help when the legal regulations on own funds can no longer be met, when measures from the regulator are to be expected and other co-operative institutions do not make available appropriate provisions for raising capital. This assistance in solidarity serves both to protect the interests of the bank s creditors and to ensure the continued existence of the bank and its ability to function. Voluntary Financial Support (Solidarity Co-operatives) RZB RLB RLB RLB Reciprocal support without legal rights; de facto there is always help when needed RLB RZB solidarity co-operative local Raiffeisen bank regional Raiffeisen bank Raiffeisen Zentralbank 5

5 3 Raiffeisen-Kundengarantiegemeinschaft Österreich The Raiffeisen-Kundengarantiegemeinschaft consists of provincial customer guarantee associations open to every Raiffeisen bank, which protect customers from financial damages in the event of bankruptcy. The economic reserves of all member Raiffeisen banks are enlisted in a legally binding form according to precisely regulated distribution and debit formulas so that the Raiffeisen deposits themselves even hold their value in the event of bankruptcy in particular above and beyond the legal bank deposit insurance by using the unified economic power of the other Raiffeisen banks to the benefit of the customers. The individual provincial customer guarantee associations have joined together at national level as Raiffeisen-Kundengarantiegemeinschaft Österreich (RKÖ). Approximately 80% of all the Austrian Raiffeisen banks currently belong to a customer guarantee association. Raiffeisen Zentralbank Österreich AG (RZB), the Raiffeisen Banking Group s top institution rated A1 by Moody s, is also a member of Raiffeisen-Kundengarantiegemeinschaft Österreich. Common protection of all deposits through the unified economic reserves of the members of Raiffeisen-Kundengarantiegemeinschaft Österreich in legally binding form RZB RLB RLB RLB Obligation to furnish economic reserves Provincial customer guarantee association Raiffeisen-Kundengarantiegemeinschaft Österreich RLB RZB (nationwide Raiffeisen customer guarantee association) local Raiffeisen bank regional Raiffeisen bank Raiffeisen Zentralbank How Raiffeisen-Kundengarantiegemeinschaft Österreich works If a Raiffeisen bank should ever go bankrupt which has not happened to date its customers can hold the customer guarantee association in the respective province liable for their money claims from deposits and issued securities as long as the Raiffeisen bank is a member of the provincial customer guarantee association. 6

6 The Raiffeisen banks are members of the individual provincial customer guarantee association. All association members are contractually obligated to guarantee in solidarity with each other to meet all customer deposits and own issues of an insolvent member in good time according to the statutes. Each provincial Raiffeisen customer guarantee association is a member of Raiffeisen-Kundengarantiegemeinschaft Österreich. If a provincial customer guarantee association is unable to fulfil all the protected customer claims against an insolvent Raiffeisen bank, the members of Raiffeisen- Kundengarantiegemeinschaft Österreich guarantee to meet all customer deposits and own issues of an insolvent member in good time according to the statutes. Customers of the insolvent bank are offered equivalent claims against other institutes in the Raiffeisen Banking Group instead of the bankruptcy claims. The provisions are financed by contributions from all members of Raiffeisen-Kundengarantiegemeinschaft Österreich according to financial capacity. So if a member institution should go bankrupt, its customers benefit from the economic reserves of the other member institutions. Object of customer protection Excerpt from the Raiffeisen-Kundengarantiegemeinschaft Österreich statutes: 12 (2) The following customer claims vis-à-vis Members of this Association are guaranteed, in accordance with the following provisions: 1. all deposits as per 1 Abs 1 Z 1 BWG 1) ; 2. all money claims based on balances which result from amounts remaining on an account or from interim positions within the framework of banking transactions and which are to be refunded in accordance with the applicable legal and contractual provisions; 3. all money claims arising from the issue of securities, such as bonds or cash bonds. 1) BWG 1. (1) A credit institution is defined as any legal entity permitted to conduct banking business according to 4 or 103 Z 5 of this federal law or according to any special federal regulation. Banking business includes the following activities in as far as they are carried out as a business: 1. Taking monies from others to administer or as deposits (deposit-taking business);... 7

7 Ability of Raiffeisen-Kundengarantiegemeinschaft Österreich to bear risks (EUR in 1.000s) change in % Free own funds ,0 % Profit on ordinary activity 50% + extraordinary result + profit brought forward ,5 % Undisclosed reserves 1) ,4 % Total ,7 % 1) The still reserves of the member regional Raiffeisen banks do not include the still reserves covered under the participation in RZB. 8

8 Statutes of Raiffeisen-Kundengarantiegemeinschaft Österreich ( RKÖ ) Part I General Provisions Section 1. Name, Registered Office and Scope of Activities of the Association The Association shall be named Raiffeisen-Kundengarantiegemeinschaft Österreich ( RKÖ ) and shall have its registered office in Vienna, Austria. Its activities shall extend to Raiffeisen Zentralbank Österreich AG, to all regional Raiffeisen banks and to all local Raiffeisen banks which are members of a Raiffeisen Cross Guarantee System of a Federal State of Austria (hereinafter referred to as a Regional System ) which itself is a member of this Association. Section 2. Purpose of the Association (1) The purpose of this Association is to maintain the confidence of customers, and in particular that of depositors, in the creditworthiness and solvency of those members of the Raiffeisen Banking Group, which are simultaneously Members of this Association or members of a Regional System which is a member of this Association. (2) In order to achieve this purpose, the Members of this Association joint and severally guarantee to meet in a timely manner all obligations vis-à-vis customers pursuant to the special customer guarantee regulations set forth in detail in Sections of these Statutes, said guarantee going above and beyond the legal deposit protection regulations in the sense of 93 f BWG (Banking Act), up to the limit of individual capacity in the sense of Subsection 3 of Section 15. (3) In the interests of fulfilling its purpose, the Association may participate in corporations and other legal entities. (4) Membership in the Association represents an expression of the solidarity of the participating credit institutions. Such membership shall not prejudice the autonomous responsibility and administration of said institutions; in particular, the normal cooperative banking activities shall be restricted in no way whatsoever by membership. Section 3. Membership (1) Membership in this Association is open to Raiffeisen Zentralbank Österreich AG and all provincial customer guarantee associations, in which at least one bank is a member and which is subject to auditing by the Austrian Federation of Raiffeisen (Österreichischer Raiffeisenverband) and is a member of the professional association of credit cooperatives according to the Raiffeisen system ( regional Raiffeisen bank ) and in respect of which all other members are local Raiffeisen banks, which participate in this regional Raiffeisen bank as members, are subject to auditing by the relevant auditing association and are members of the professional association of credit cooperatives according to the Raiffeisen system. (2) Acceptance of Members of the Association shall be conducted by the Board of Directors of the Association; such acceptance may, however, be refused based on important grounds. Appeal against such refusal is not allowed. (3) Raiffeisen Zentralbank Österreich AG and the regional Raiffeisen banks of Burgenland, Styria and Tyrol, which have signed these Statutes as proponents, shall be the founding members of the Association. Section 4. Rights and Duties of the Members of the Association (1) Members of the Association are entitled to participate in the General Meetings and to submit proposals. They shall have active voting rights and the right to nominate candidates for elections of the members of the Board of Directors. Each Member of the Association shall have one vote at the General Meeting. 9

9 (2) Members of the Association shall safeguard the interests of the Association, comply with the provisions of its Statutes and accept the resolutions of its organs. Furthermore, Members of the Association are obligated to pay membership contributions as per Section 15. (3) Raiffeisen Zentralbank Österreich AG shall, at least on a quarterly basis, provide the Board of Directors with detailed information on the current and prospective status of assets, finances and profits, in accordance with the standards of a procedure which shall be established in detail by said Board. In respect of a Regional System, the same shall hold true vis-à-vis all its members, to the extent that there is no exchange of information between the Regional System and the statutory deposit protection authorities. These reports shall contain at least the scope of information which is required for the statutory deposit protection authorities. The Association is entitled to exchange such information of its Members and the members of a provincial customer guarantee association which is a member of the Association with the Österreichische Raiffeisen-Einlagensicherung reg GenmbH. Section 5. Termination of Membership and Dissolution of the Association (1) Membership shall terminate upon 1. loss of legal personality of a Member of the Association; 2. expulsion of a Member of the Association with immediate effect by a resolution of the Board of Directors, based on important grounds. Important grounds shall include the following: a) non-payment of the membership contribution as per Section 15, in spite of three warnings and payment default in excess of three months; b) failure to provide the documents set forth in Subsection 3 of Section 4 and/or failure to provide the information to be disclosed pursuant to said provision, in spite of three previous warnings by the Board of Directors; c) failure to comply with other important obligations arising from membership in the Association; d) in respect of a provincial customer guarantee association, if key provisions of its statutes deviate from those of RKÖ, in particular with regard to the manner of functioning of customer guarantee and the prerequisites for the members. 3. withdrawal by a Member of the Association, which may occur as of 31 December of any year by written notification, with a prior notice period of thirteen months. (2) In the event that a Member of the Association withdraws, it must immediately inform its customers, or in the case of a Regional System, the customers of its members, to this effect and, in particular, call to their attention that the customer guarantee of the RKÖ above and beyond the legal protection of deposits in the sense of 93 f BWG is no longer applicable. Following withdrawal, the Member in question, or in the case of a Regional System, the members of such, may no longer conduct advertising with its membership in the Association and the concomitant special customer guarantee. (3) A Member of the Association which has withdrawn shall, notwithstanding its withdrawal, pay any membership contributions which are due but have not yet been settled. The same shall apply in respect of special membership contributions as per Subsection 2 of Section 15 and advances as credit as per Subsection 2 of Section 15, which are imposed on the basis of customer guarantee cases as per Section 13 which have occurred prior to termination of membership, irrespective of whether such special membership contributions or advances fall due prior to termination of membership. Members of the Association which withdraw shall have no rights to a refund of the membership contributions which have already been paid or to their proportionate share of the Association s assets. (4) In addition to the cases set forth by law, the Association shall also be dissolved by a resolution of the General Meeting as per Point 5 of Subsection 9 of Section 7. Any assets remaining following the satisfaction of creditors shall be refunded to the Members of the Association up to the amount of membership contributions not yet used for the Association s purposes; any assets above and beyond the aforementioned shall be used for the purposes of the Association in accordance with the Statutes or for related purposes. 10

10 Part II Organization of the Association Section 6. Organs The organs of the Association shall be the following: the General Meeting, the Board of Directors and the Board of Supervisors. The members of the organs shall perform their activities on an honorary basis. Section 7. General Meeting (1) The ordinary General Meeting shall take place on an annual basis. Extraordinary General Meetings shall take place if so requested by a Member of the Association or the Board of Supervisors. (2) General Meetings shall be convened in writing by the Chairman, or by the Deputy Chairman in the event that the Chairman is unable to act, or by the oldest member of the Board of Directors in the event that both of the aforementioned are unable to act. Notification of the General Meeting shall be sent no later than two weeks prior to the scheduled date of the General Meeting and shall precisely indicate the time and location of the meeting and contain the agenda. (3) Valid resolutions can only be adopted by a General Meeting on proposals which have been properly announced. Proposals calling for an extraordinary General Meeting to be convened shall be an exception to this. (4) All Members shall be represented at the General Meeting by an authorized representative of their choice. The General Meeting shall have quorum when at least two-thirds of all of the votes are represented by authorized representatives. In the event that the General meeting fails to achieve a quorum, a second General Meeting shall be convened with the same agenda following a period of two weeks. In respect of the matters on the agenda of the first General Meeting, this second General Meeting shall have quorum regardless of the number of members present. The General Meeting shall be presided over by the Chairman, or in his absence by his deputy, or in the absence of both of the aforementioned, by a Chairperson elected from among the Members by the General Meeting. (5) The voting rights of Members of the Association at the General Meeting shall be by person. In the case of Point 7 of Subsection 9, a Member of the Association which has already requested or been granted a reduction or forbearance is not entitled to a vote. (6) The General Meeting shall adopt its resolutions by simple majority vote. Resolutions to amend the Statutes, to form liquidity reserves, to establish the annual base membership contributions, to enter into a participation as per Subsection 3 of Section 2 and to dissolve the Association shall require a three-quarters majority. Abstentions are permitted and shall not be counted in determining the results of voting on the resolution. (7) Minutes shall be made of the General Meeting, which indicate the subject of debate and the resolutions adopted. Said minutes shall be signed by the Chairperson and by a designated keeper of the minutes. (8) The Austrian Federation of Raiffeisen shall be invited to the General Meetings and shall participate with the right of consultation. (9) The General Meeting shall have the following responsibilities: 1. electing the Board of Directors and the Board of Supervisors; 2. adopting resolutions on the annual accounts; 3. discharging the Association s Board of Directors and Board of Supervisors; 4. amending the Statutes of the Association; 5. voluntarily dissolving the Association; 6. establishing the annual base membership contribution as per Subsection 1 of Section 15; 7. reducing or granting a forbearance in respect of special membership contributions as per Subsection 2 of Section 15; 8. entering into participations as per Subsection 3 of Section 2. Section 8. Board of Directors (1) The Board of Directors shall consist of at least 5 (five) members. Each member shall have the right to nominate at least one person for election to the Board of Directors. * in Vorbereitung 11

11 (2) Unless otherwise resolved, the mandate of the Board of Directors shall extend until the end of the ordinary General Meeting which resolves on its discharge for the third business year following its election; in this respect the business year in which the Board is elected shall not be counted. The Chairman of the Board of Directors and the Deputy Chairman shall be elected by the Board of Directors by simple majority. (3) The Board of Directors shall hold ordinary meetings as often as required by business activities. Meetings of the Board of Directors shall be convened with a written notification by the Chairman, or in the event that he is unable, by the Deputy Chairman, or in the event that both of the aforementioned are unable to convene the meeting, by the oldest member of the Board of Directors. (4) Meetings of the Board of Directors shall have quorum if all of the members have received proper invitation to such and at least one-half of them are present, including in all cases the Chairman or the Deputy Chairman, with the exception of elections as per Subsection 2. (5) The Board of Directors shall adopt its resolutions by simple majority vote. Abstentions are permissible and such shall not be counted towards the result of the vote. (6) Minutes shall be kept of the meetings of the Board of Directors, which indicate the subject of debate and the resolutions adopted. The minutes shall be signed by the Chairman, or in the absence of such, by the Deputy Chairman, and by a designated keeper of the minutes. (7) The Board of Directors shall be responsible for the management of the Association, with due consideration of the laws, statutes and resolutions of the General Meeting. In particular, the Board of Directors shall attend to the following duties: 1. preparing the annual accounts; 2. drafting the annual report; 3. executing the resolutions of the General Meeting; 4. attending to all business which is not restricted to the competence of the General Meeting; 5. accepting and expelling members; 6. administering the Association s assets; 7. implementing customer guarantee measures in the sense of Section 14; 8. establishing special membership contributions in the sense of Subsection 2 of Section 15; 9. establishing advances as credit in the sense of Subsection 5 of Section 15; 10. deferring special membership contributions in the sense of Subsection 7 of Section 15; 11. administering and investing the liquidity reserves and disposing over such in the sense of Subsection 3 of Section 16. (8) The Chairman of the Board of Directors shall be responsible for representing the Association vis-à-vis third parties. In the event that he is unable to attend to such task, the Deputy Chairman together with another member of the Board of Directors shall attend to this responsibility. Section 9. Board of Supervisors (1) The Board of Supervisors shall consist of 2 auditors and a representative which shall be elected by the General Meeting for a period of two years. Re-election is permitted. (2) The auditors shall meet as often as is required by the circumstances. They shall be responsible for controlling the financial status and auditing the annual accounts. They shall report to the General Meeting in respect of their activities and findings. Section 10. Auditing The Association submits to auditing by the Austrian Federation of Raiffeisen and shall join such as a member. Section 11. Court of Arbitration (1) A court of arbitration shall render judgment in all disputes arising from the Association relationship. The rulings of this court shall be binding within the Association. (2) Both parties to the dispute shall select an arbitrator, who shall then select a Chairman. In the event that the arbitrators are unable to agree upon a Chairman within 14 days, the Austrian Federation of Raiffeisen shall name the Chairman. (3) For the parties the arbitration ruling shall have the same effect as a non-appealable legal ruling. In other respects, 577 ff ZPO (Austrian Code of Civil Procedure) shall apply to the court of arbitration. 12

12 Part III Procedures for Achieving Customer Guarantee Section 12. Object of Customer Guarantee (1) The object of customer guarantee are the money claims of customers vis-à-vis Members of the Association pursuant to both of the following Subsections. (2) The following customer claims vis-à-vis Raiffeisen Zentralbank Österreich AG, regional Raiffeisen banks or local Raiffeisen banks which are members of a provincial customer guarantee association which itself is a Member of this Association are guaranteed, in accordance with the following provisions: 1. all deposits as per 1 Abs 1 Z 1 BWG; 2. all money claims based on balances which result from amounts remaining on an account or from interim positions within the framework of banking transactions and which are to be refunded in accordance with the applicable legal and contractual provisions; 3. all money claims arising from the issue of securities, such as bonds or cash bonds. (3) The following are excepted from customer guarantee: 1. claims vis-à-vis Raiffeisen Zentralbank Österreich AG, regional Raiffeisen banks or local Raiffeisen banks which are members of a Regional System which itself is a Member of this Association by credit institutions of the Raiffeisen Banking Group, regardless of whether such are Members of the Association or not; 2. claims vis-à-vis local Raiffeisen banks which are members of a Regional System which itself is a Member of this Association by credit institutions not belonging to the Raiffeisen Banking Group; 3. components of capital resources as per 23 BWG, regardless of their mode of appropriation; 4. claims vis-à-vis Raiffeisen Zentralbank Österreich AG, regional Raiffeisen banks or local Raiffeisen banks which are members of a Regional System which itself is a Member of this Association in relation to transactions with persons who have been convicted of money laundering in criminal proceedings ( 165 and 278 Abs 2 StGB [Austrian Criminal Code]); 5. claims established in fraudulent or collusive interaction between organs authorized to represent Raiffeisen Zentralbank Österreich AG, a regional Raiffeisen bank or a local Raiffeisen bank which is a member of a Regional System which itself is a Member of this Association and a customer and which are not covered by properly adopted resolutions by the responsible organs of the institution affected, or were established in relation to criminal activities of the customer. Section 13. Activation of Customer Guarantee (1) Customer guarantee shall only enter into effect at Raiffeisen Zentralbank Österreich AG in the event that bankruptcy proceedings are commenced against this bank. No resolutions by the organs of the Association are necessary in this case. (2) In respect of regional Raiffeisen banks and local Raiffeisen banks which are members of a Regional System which itself is a Member of this Association, customer guarantee shall only enter into effect in the event that bankruptcy proceedings are commenced against such bank and the capacity of the affected Regional System does not allow for settlement of all of this regional bank s or local Raiffeisen bank s customer claims guaranteed pursuant to Section 12. No resolutions by the organs of the Association are necessary in such cases. (3) In the event that two or more customer guarantee cases occur in Regional Systems belonging to this Association, the affected Regional Systems shall primarily handle the customer guarantee case and shall make special membership contributions for the handling of customer guarantee cases occurring in other Regional System to the extent of their remaining capacity. 13

13 Section 14. Contents of Customer Guarantee (1) In the event that the circumstances set forth in Subsections 1 or 2 of Section 13 occur, the Association shall settle the customer claims guaranteed as per Section 12 vis-à-vis Raiffeisen Zentralbank Österreich AG or the affected regional bank or local Raiffeisen bank up to the limit of individual capacity in the sense of Subsection 3 of Section 15, upon first request and subsequent to legitimation by the holder of the claim. To the extent that, pursuant to 93 f BWG, in respect of the claims of the claim holder a claim exists vis-à-vis the statutory deposit guarantee authorities, settlement shall be conducted in a fiduciary capacity on behalf of the statutory deposit guarantee authorities. (2) Settlement of customer claims guaranteed in the sense of Subsection 1 can also occur in such a manner that the Association offers the customers of Raiffeisen Zentralbank Österreich AG or the affected regional bank or local Raiffeisen bank to exchange their guaranteed customer claims for identical, full-value customer claims vis-à-vis Raiffeisen Zentralbank Österreich AG or a Raiffeisenw regional bank or a local Raiffeisen bank which is a member of a Regional System which itself is a Member of this Association. (3) Upon occurrence of the circumstances defined in Subsection 2 of Section 13, the funds used by RKÖ for settlement as per Subsection 1 or for the exchange as per Subsection 2 are to be repaid by the affected Regional System whose capacity is exceeded, including interest (SMR for Government bonds plus the risk premium for banks in Zone A), up to the extent of the special membership contributions of the members of the Regional System over the next 10 business years, such special membership contributions amounting to 50% of the profit on ordinary activities (including extraordinary profit) as well as any residual amounts from the customer guarantee case. Section 15. Provision of Funds (1) The regular revenues of the Association are provided by the base membership contributions of the Members of the Association. Said base membership contributions shall serve for covering the Association s recurring administration costs and for possible allocation to the liquidity reserves in the sense of Section 16. The amount of the base membership contribution shall be established by the ordinary General Meeting pursuant to Point 6 of Subsection 9 of Section 7. In respect of Raiffeisen Zentralbank Österreich AG, the basis for calculation shall be its customer claims guaranteed as per Section 12 from the last audited annual account; in respect of the Regional Systems the corresponding figures for its members shall be taken as a basis. (2) In the event that customer guarantee enters into effect in the sense of Section 13, Members are obliged to make special membership contributions up to the limit of individual capacity as per Subsection 3, in order to cover the guaranteed customer claims. For determining the proportion of the special membership contributions among the Members, in respect of Raiffeisen Zentralbank Österreich AG, its customer claims guaranteed as per Section 12 from the last audited annual account shall be taken as a basis, while for the Regional Systems the corresponding figures for its members shall be taken as a basis. The special membership contribution shall be calculated as per Point 8 of Subsection 7 of Section 8 by the Board of Directors and prescribed for the respective member. (3) In respect of Raiffeisen Zentralbank Österreich AG, individual capacity is measured according to the sum total of the following items, while for the Regional Systems the corresponding sum totals for their members shall be used: 1. the sum total of free capital resources plus the portion of profit carried forward as unappropriated surplus according to the last audited annual account and the maximum legally allowable amount of allocated liability capital, to the extent that these exceed the statutory core capital plus 10% as well as the required capital resources as per 22 Abs 1 BWG plus 10%, and the provisions of 103 Z 9 lit b BWG, and other legal regulations pertain ing to minimum capital are complied with; 2. the hidden reserves (with the exception of hidden reserves in securities) of Raiffeisen Zentralbank Österreich AG and the regional Raiffeisen banks according to the most recent report to the OeNB or according to calculation as per the date that customer guarantee enters into effect, in respect of customer guarantee cases at Raiffeisen Zentralbank Österreich AG in relation to the hidden reserves contained in the participation share in Raiffeisen Zentralbank Österreich AG; and 3. 50% of the projected annual profit on ordinary activities including the extraordinary result according to the last quarterly report to the Austrian Central Bank (OeNB); if, however, upon occurrence of the customer guarantee case, a loss on ordinary activities (including the extraordinary result) is projected, 100% of this figure shall be taken into consideration. In the event of a customer guarantee case in a different Regional System, the individual capacity of the members of a Regional System is limited to the maximum individual credit ceiling as per 27 Abs. 7 BWG, with the assumption of a 100% application obligation. In the event that the sum total of individual capacity of the Members does not allow for all guaranteed customer claims to be covered, then all liability to customers above and beyond the sum total of the individual capacity shall be null and void. (4) In the event that the special membership contribution pursuant to Subsection 2 of a Member exceeds its individual capacity as per Subsection 3, the portion of the special membership contribution in excess shall be deferred 14

14 for a maximum period of 10 years (subject to interest), to the extent and as long as it cannot be serviced from 50% of the profit on ordinary activities including the extraordinary profit; in respect of Regional Systems the sum total of the corresponding figures for their members shall be taken as a basis. In the event that the special membership contributions also cannot be serviced during the 10-year deferral period according to the above calculation, the liability of the Member shall be null and void following expiration of the deferral period. (5) In the event of the occurrence of the case set forth in Subsection 4, the other Members shall advance the Association the amount of the deferred special membership contribution as per Subsection 4 as a credit, in accordance to a ratio corresponding to that set forth in sentence 2 of Subsection 2, however, only up to the limit of individual capacity as per Subsection 3. In the event that it is not possible to advance the entire amount of the deferred special membership contribution as a credit in this manner, those Members of the Association whose individual capacity as per Subsection 3 has not been exhausted shall advance the remaining amount as a credit in the ratio corresponding to that set forth in sentence 2 of Subsection 2. The amounts advanced shall be serviced by the Association based on the proceeds from the special membership contributions, to the extent that they cannot be covered from the residual amounts. Advances as credit shall be calculated by the Board of Directors as per Point 9 of Subsection 7 of Section 8 and prescribed for the respective Member of the Association. (6) Pursuant to Point 7 of Subsection 9 of Section 7, in individual, justified cases the General Meeting is authorized to reduce or grant a forbearance in respect of the special membership contribution to be made by a Member. In such cases, the loss shall be borne by the remaining Members of the Association, which voted in favor of forbearance or reduction, in a ratio corresponding to sentence 2 of Subsection 2. (7) In individual, justified cases, the Board of Directors is authorized as per Point 10 of Subsection 7 of Section 8 to defer special membership contributions, if the affected Member provides the Association with the necessary funds as a credit, in accordance with the conditions of the deferral. (8) Base membership contributions as per Subsection 1 shall be due one month after the adoption of the resolution on their imposition, unless a different due date is provided for by the resolution. Special membership contributions as per Subsection 2 and advances as credit as per Subsection 5 are due immediately after being prescribed, unless a deferral as per Section 7 is granted. (9) Any residual amounts from special membership contributions used shall be applied in the following order: 1. a) repayment of the amounts advanced as credit as per sentence 2 of Subsection 5 by Members of the Association, including interest; b) repayment of the amounts advanced as credit as per sentence 1 of Subsection 5 by Members of the Association, including interest; 2. refund to the Members of the Association in proportion to the special membership contributions for the case in question (or for deferred special membership contributions as per Subsection 7); 3. allocation to the liquidity reserve. (10) In respect of the provision of funds, Raiffeisen Zentralbank Österreich AG and the Members of the Regional Systems shall take all measures to ensure that the prevailing legal obligations, in particular those set forth in the Banking Act, continue to be complied with. Raiffeisen Zentralbank Österreich AG and the Members of the Regional Systems shall mutually support each other in this endeavor; in particular they are obligated to assume proportions of major investments of Raiffeisen Zentralbank Österreich AG or a Member of a Regional System within a syndicated framework and under suitable conditions, if the maximum legally allowable limit for major investments would otherwise be exceeded. Section 16. Liquidity Reserves (1) In principle, the formation of liquidity reserves is not envisaged. Nevertheless, the General Meeting may resolve on the formation of such as per Subsection 6 of Section 7. (2) The purpose of the liquidity reserves is to ensure prompt settlement of customer claims guaranteed as per Section 12 in the event of a customer guarantee case in the sense of Section 13. (3) The liquidity reserves shall be formed from: 1. existing assets of the Association; 2. base membership contributions in the sense of Subsection 1 of Section 15; 3. special membership contributions in the sense of Subsection 2 of Section 15; 4. returns on the investment of liquidity reserve funds; 5. residual amounts from liquidity reserves funds used, as pursuant to Subsection 9 of Section 15; 6. residual amounts from settled customer claims; 7. voluntary provision of funds; 8. proceeds from any improvement or ranking agreements. (4) The administration and investment of the funds available as liquidity reserves and the disposal over such shall be the responsibility of the Board of Directors. The Board shall invest these funds outside of the Austrian Raiffeisen Banking Group in fixed interest securities (e.g. government bonds) listed on the Vienna Stock Exchange or in liquid assets. 15

15 Statutes of the provincial customer guarantee association (required provisions are shadowed) Preamble The Raiffeisen Banking Group hereby establishes the Raiffeisen-Kundengarantiegemeinschaft (customer guarantee association), based on the cooperative principles of Friedrich Wilhelm Raiffeisen. The following provisions regulate the rights and duties of the members of this Association, in accordance with these basic principles. Part I General Provisions Section 1. Name, Registered Office and Scope of Activities of the Association The Association shall be named Raiffeisen-Kundengarantiegemeinschaft [Federal State] and shall have its registered office in [Capital of Federal State], Austria. Its activities shall extend to the regional Raiffeisen bank [Federal State] registered limited liability cooperative and to all local Raiffeisen banks which are Members of this Association. Section 2. Purpose of the Association (1) The purpose of this Association is to maintain the confidence of customers, and in particular that of depositors, in the creditworthiness and solvency of those members of the Raiffeisen Banking Group, which are simultaneously Members of this Association or members of the Raiffeisen-Kundengarantiegemeinschaft Österreich ( RKÖ ) or another provincial customer guarantee association which is a member of RKÖ. (2) In order to achieve this purpose, the Members of this Association joint and severally guarantee to meet in a timely manner all obligations vis-à-vis customers pursuant to the special customer guarantee regulations set forth in detail in Sections of these Statutes, said guarantee going above and beyond the legal deposit protection regulations in the sense of 93 f BWG (Banking Act), up to the limit of capacity (Subsection 3 of Section 15). (3) In the interests of fulfilling its purpose, the Association may participate in corporations and other legal entities; in particular the Association shall join RKÖ as a member and shall enjoy the rights and fulfill the duties associated thereunto. (4) Membership in the Association represents an expression of the solidarity of the participating credit institutions. Such membership shall not prejudice the autonomous responsibility and administration of said institutions; in particular, normal cooperative banking activities shall be restricted in no way whatsoever by membership. Section 3. Membership (1) Membership in this Association is open to the regional Raiffeisen bank [Federal State] registered limited liability cooperative, as well as all local Raiffeisen banks participating in such as members, which are subject to auditing by the Raiffeisen Association [Federal State] registered limited liability cooperative, and which are members of the professional association of credit cooperatives according to the Raiffeisen system. (2) Acceptance of Members of the Association shall be conducted by the Board of Directors of the Association; such acceptance may, however, be refused based on important grounds. Appeal against such refusal is not allowed. (3) The cooperatives which have signed these Statutes as proponents shall be the founding members of the Association. 16

16 Section 4. Rights and Duties of the Members of the Association (1) Members of the Association are entitled to participate in the General Meetings and to submit proposals. They shall have active voting rights and the right to nominate candidates for the election of the members of the Board of Directors. Each Member of the Association shall have one vote at the General Meeting. (2) Members of the Association shall be entitled to conduct advertising with their membership in the Association and are entitled to the concomitant special customer guarantee. In relation to this advertising, they are required to indicate that the special customer guarantee ends upon termination of their membership in the Association. (3) Members of the Association shall safeguard the interests of the Association, comply with the provisions of its Statutes and accept the resolutions of its organs. Furthermore, Members of the Association are obligated to pay membership contributions as per Section 15. (4) To the extent that there is no exchange of information between the Regional System and the Raiffeisen-Einlagensicherung [Federal State] (statutory deposit protection authorities), the Members of the Association shall submit their respective auditing reports and annual accounts to the Board of Directors. Furthermore, in this case, they shall, at least on a quarterly basis, provide the Board of Directors with detailed information on the current and prospective status of assets, finances and profits. These re-ports must contain at least the scope of information which is required by the reporting guidelines for the statutory deposit protection authorities. The Association is entitled to exchange such information of its Members with the Raiffeisen-Einlagensicherung reg GenmbH [Federal State] as well as to forward data on totals to RKÖ. Section 5. Termination of Membership and Dissolution of the Association (1) Membership shall terminate upon 1. loss of legal personality of a Member of the Association; 2. loss of membership in the regional Raiffeisen bank [Federal State] registered limited liability cooperative; 3. loss of membership in the Raiffeisen Association [Federal State] registered limited liability cooperative, as the statutory auditing association; 4. loss of membership in the professional association of credit cooperatives according to the Raiffeisen system; 5. expulsion of a Member of the Association with immediate effect by a resolution of the Board of Directors, based on important grounds. Important grounds shall include the following: a) non-payment of the membership contribution as per Section 15, in spite of three warnings and payment default in excess of three months; b) failure to provide the documents set forth in Subsection 4 of Section 4 and/or failure to provide the information to be disclosed pursuant to said provision, in spite of three previous warnings by the Board of Directors; c) failure to comply with other important obligations arising from membership in the Association; 6. withdrawal by a Member of the Association, which may occur as of 31 December of any year by written notification, with a prior notice period of two years. (2) In the event that a Member of the Association withdraws, it must immediately inform its customers to this effect and, in particular, call to their attention that the customer guarantee above and beyond the legal protection of deposits in the sense of 93 ff BWG is no longer applicable. Following withdrawal, the Member in question may no longer conduct advertising with its membership in the Association and the concomitant special customer guarantee. (3) A Member of the Association which has withdrawn shall, notwithstanding its withdrawal, pay any membership contributions which are due but have not yet been settled. The same shall apply in respect of special membership contributions (Subsection 2 and 9 of Section 15) and advances as credit (Subsection 6 of Section 15), which are imposed on the basis of customer guarantee cases as per Section 13 which have occurred prior to termination of membership, irrespective of whether such special membership contributions or advances fall due prior to termination of membership. Members of the Association which withdraw shall have no rights to a refund of the membership contributions which have already been paid or to their proportionate share of the Association s assets. (4) In addition to the cases set forth by law, the Association shall also be dissolved by a resolution of the General Meeting as per Point 5 of Subsection 9 of Section 7. Any assets remaining following the satisfaction of creditors shall be refunded to the Members of the Association up to the amount of membership contributions not yet used for the Association s purposes; any assets above and beyond the aforementioned shall be used for the purposes of the Association in accordance with the Statutes or for related purposes. 17

17 Part II Organization of the Association Section 6. Organs The organs of the Association shall be the following: the General Meeting, the Board of Directors and the Board of Supervisors. The members of the organs shall perform their activities on an honorary basis. Section 7. General Meeting (1) The ordinary General Meeting shall take place on an annual basis. An extraordinary General Meeting shall take place if so requested by Members accounting for at least 10% of the votes or by the Board of Supervisors. (2) General Meetings shall be convened in writing by the Chairman, or by the Deputy Chairman in the event that the Chairman is unable to act, or by the oldest member of the Board of Directors in the event that both of the aforementioned are unable to act. Notification of the General Meeting shall be sent no later than two weeks prior to the scheduled date of the General Meeting and shall precisely indicate the time and location of the meeting and contain the agenda. (3) Valid resolutions can only be adopted by a General Meeting on proposals which have been properly announced. Proposals calling for an extraordinary General Meeting to be convened shall be an exception to this. (4) All Members shall be represented at the General Meeting by an authorized representative of their choice. The General Meeting shall have a quorum when at least 10% of all votes are represented by authorized representatives. In the event that the General Meeting fails to achieve a quorum, a second General Meeting shall be convened with the same agenda following a period of two weeks. In respect of the matters on the agenda of the first General Meeting, this second General Meeting shall have a quorum regardless of the number of members attending. (5) All Members of the Association shall have one vote. (6) The General Meeting shall adopt its resolutions by simple majority vote. In the event of a tie, the vote of the Chairman shall be decisive. Resolutions to amend the Statutes, to form liquidity reserves and to dissolve the Association shall require a two-thirds majority. (7) Minutes shall be made of the General Meeting, which indicate the subject of debate and the resolutions adopted. Said minutes shall be signed by the Chairperson and by a designated keeper of the minutes. (8) The Raiffeisen Association [Federal State] registered cooperative / auditing shall be invited to the General Meetings and shall participate with the right of consultation. (9) The General Meeting shall have the following responsibilities: 1. electing the Board of Directors and the Board of Supervisors; 2. adopting resolutions on the annual accounts; 3. discharging the Association s Board of Directors and Board of Supervisors; 4. amending the Statutes of the Association; 5. voluntarily dissolving the Association; 6. establishing the annual base membership contribution as per Subsection 1 of Section 15; 7. reducing or granting a forbearance in respect of membership contributions as per Subsection 7 of Section 15. Section 8. Board of Directors (1) The Board of Directors shall consist of at least ## persons. The Chairman and a managing director of the regional Raiffeisen bank [Federal State] registered limited liability cooperative shall be among the members, as well as ## functionaries and ## managing directors of other credit institutions from the Members of the Association. The latter shall be elected by the General Meeting for a period of two years. (2) The Chairman of the Board of Directors shall be the Chairman of the regional Raiffeisen bank [Federal State] registered limited liability cooperative, while the Deputy Chairman shall be elected by the Board of Directors for a period of two years. (3) The Board of Directors shall hold ordinary meetings as often as required by business activities. Meetings of the Board of Directors shall be convened with a written notification by the Chairman, or in the event that he is unable, 18