The German version of the Final Terms is the only legally binding version. The English translation is not binding and is for convenience only.

Transcription

1 The German version of the Final Terms is the only legally binding version. The English translation is not binding and is for convenience only. Final Terms dated 1 June 2008 ISIN: AT0000A09SA8 WIENER STÄDTISCHE Versicherung AG Vienna Insurance Group Issue of EUR 250,000,000 Perpetual Deeply Subordinated Fixed-to-Floating Rate Notes under the EUR 500,000,000 Hybrid Debt Issuance Programme The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the Notes may only do so in: (i) circumstances in which no obligation arises for the Issuer or any Dealer 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; or (ii) those Public Offer Jurisdictions mentioned in paragraph 31 of Part A below, provided such person is one of the persons mentioned in paragraph 31 of Part A below and that such offer is made during the Offer Period specified for such purpose therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

2 PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the Conditions) set forth in the Prospectus dated 13 May 2008 and the supplemental Prospectus dated 19 May 2008 which together constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms relating to the issue of Notes described therein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 13 May 2008 and the Supplemental Prospectus dated 19 May 2008 (the Prospectus). These Final Terms contain the final terms of the Notes. Full information on the Issuer and the Notes is only available on the basis of a combination of these Final Terms and the Prospectus. The Prospectus is available for inspection at the registered office of the Issuer and the specified offices of the Paying Agent. 1. (i) Issuer: WIENER STÄDTISCHE Versicherung AG Vienna Insurance Group 2. (i) Series Number: (ii) Tranche Number: Specified Currency: EUR 4. Aggregate Principal Amount: (i) Series: (ii) Tranche: 5. (i) Issue Price: (ii) Net proceeds: EUR 250,000,000 EUR 250,000,000 EUR 250,000, per cent of the Aggregate Principal Amount EUR 248,652,500 less total expenses in the amount of approximately EUR 2,800, Specified Denomination: EUR 1, Issue Date: 12 June Maturity Date: none, perpetual 9. Interest Basis: 8 per cent Fixed Rate 3 Month EURIBOR per cent Margin (further particulars specified below) 10. Redemption/Payment Basis: perpetual 2 9

3 11. Change of Interest or Redemption/Payment Basis: Fixed Rate Interest until the Fixed Interest Termination Date; thereafter Floating Rate Interest 12. Put/Call Options: Issuer Call on Interest Payment Dates on or after First Call Date 13. Status of the Notes: Deeply subordinated, perpetual 14. Admission to trading and estimated expenses relating to admission to trading: Second Regulated Market (Geregelter Freiverkehr) of the Wiener Börse AG. The estimated expenses relating to admission to trading amount to approximately EUR 2, Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Interest Provisions Applicable (i) Fixed Interest Commencement Date: 12 June 2008 (ii) Fixed Interest Termination Date: 12 September 2018 (iii) Fixed Interest Rate: (iv) Fixed Interest Payment Date: (v) Fixed Day Count Fraction: (vi) Other terms: 8 per cent per annum payable annually in arrear 12 September of each year, beginning with 12 September 2009 Actual/Actual (ICMA) 17. Floating Rate Interest Provisions Applicable (i) Floating Interest Commencement Date: 12 September 2018 (ii) Floating Interest Termination Date: Not defined (iii) Floating Interest Payment Dates: 12 March, 12 June, 12 September and 12 December of each year (iv) Reference Rate: 3 Month EURIBOR (v) Screen Page: Reuters Page EURIBOR01 (vi) Margin: 4.8 per cent per annum 3 9

4 (vii) Floating Day Count Fraction: Actual/360 (viii) Yield Spread: 0.75 per cent (ix) Other terms: PROVISIONS RELATING TO REDEMPTION 18. Call Option Applicable (i) Optional redemption date(s) (Call): (ii) Optional redemption amount(s) (Call) of each Note and method, if any, of calculation of such amount(s): Any Interest Payment Date falling on or after the First Call Date EUR 1,000 per Note of EUR 1,000 specified denomination (iii) First Call Date: 12 September 2018 (iv) Notice period: Not less than 30 and not more than 60 days 19. Put Option: 20. Final Redemption Amount of each Note: 21. Early Redemption Amount: As set out in the terms and conditions GENERAL PROVISIONS APPLICABLE TO THE NOTES 22. Applicable Law: Austrian 23. Form of Notes: Global Notes Temporary Global Note exchangeable for a Permanent Global Note 24. New Global Note: No 25. Consolidation provisions: 26. Other terms or special conditions: A substitution of the Notes in accordance with 5(6) of the Terms and Condition of the Notes shall only be made after the Issuer has obtained on a Group level without restrictions capital eligible as own funds of equal or better quality. 4 9

5 DISTRIBUTION 27. (i) If syndicated, names of Managers: Erste Bank der oesterreichischen Sparkassen AG (ii) Date of Subscription Agreement: 12 June 2008 (iii) Stabilising Manager (if any): (iv) Market Maker (if any): 28. If non-syndicated, name of Dealer: 29. Total commission and concession: Included in the total expenses. To retail investors the Notes are offered for subscription at the Issue Price plus 2 per cent of the principal amount. 30. U.S. Selling Restrictions: Reg. S Compliance Category 2; United States Tax Equity and Fiscal Responsibility Act of 1982 ( TEFRA D ) 31. Non-exempt Offer: An offer of the Notes may be made by the Managers other than pursuant to Article 3(2) of the Prospectus Directive in Austria, Germany, the Netherlands an Luxembourg during the period from 2 June 2008 until 4 June 2008 (Offer Period). See further paragraph 8 of Part B below. 32. Additional selling restrictions: 33. Additional tax disclosure: PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdictions and admission to trading on the Geregelter Freiverkehr of the Vienna Stock Exchange of the Notes described herein pursuant to the EUR 500,000,000 Hybrid Debt Issuance Programme of WIENER STÄDTISCHE Versicherung AG Vienna Insurance Group. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: 5 9

6 By: Duly authorised By: Duly authorised 6 9

7 PART B - OTHER INFORMATION 1. Listing (i) Listing: (ii) Admission to trading: Geregelter Freiverkehr (Vienna) The listing of the Notes shall be effective as of 12 June 2008 on the Second Regulated Market (Geregelter Freiverkehr) (Wiener Börse AG). 2. Ratings: The Notes to be issued have been rated: S & P: A- Other: 3. Interest of natural and legal persons involved in the Issue/Offer "Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer." 4. Reasons for the offer, estimated net proceeds and total expenses (i) Reasons for the offer See "Use of Proceeds" wording in Prospectus (ii) Estimated net proceeds: EUR 248,652,500 less total expenses in the amount of approximately EUR 2,800,000 (iii) Estimated total expenses: approximately EUR 2,800,000 (iv) Details of the offer: As specified in Subscription and Sale and General Information in the Prospectus. 5. Fixed Rate Notes only Yield Indication of yield: 6. Floating Rate Notes only Historic Interest Rates: Details of historic EURIBOR rates can be obtained from Reuters. 7. Operational Information (i) ISIN Code: AT0000A09SA8 (ii) Common Code: (iii) Any clearing system(s) other than 7 9

8 Euroclear and Clearstream, Luxembourg and relevant details: (iv) Delivery: (v) Names and addresses of initial Paying Agent: (vi) Additional Paying Agent(s) (if any): (vii) Eurosystem Eligibility (viii) Additional issue authorisations (if any): Delivery against payment Erste Bank der oesterreichischen Sparkassen AG, Graben 21, 1010 Vienna, Austria No 8. Terms and Conditions of the Offer (i) Offer Price: (ii) Conditions to which the public offer is subject: (iii) Description of the application process: (iv) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: (v) Details of the minimum and/or maximum amount of application: (vi) Details of the method and time limits for paying up and delivering the Notes: per cent of the Aggregate Principal Amount (plus 2 per cent of the principal amount in case of a public offer to retail investors, that means to physical persons which are not institutional investors) None Payments of the Notes shall be made in accordance with the Terms and Conditions of the Notes, delivery of the Notes shall be made against payment of the Issue Price on the Issue Date. (vii) Manner in and date on which results of the offer are to be made public: (viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: It is not intended that the Issuer publishes the results. 8 9

9 (ix) Categories of potential investors to which the Notes are offered and whether tranche(s) have been reserved for certain countries: (x) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: (xi) Amount of any expenses and taxes specifically charged to the subscriber or purchaser: (xii) Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place. 9 9