ARTICLES OF ASSOCIATION OF RAIFFEISEN ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT. Commercial Register at the Vienna Commercial Court FN t

Transcription

1 NOTE: This is a translation into English of the Articles of Association of Raiffeisen Zentralbank Österreich Aktiengesellschaft. Only the German version is binding. ARTICLES OF ASSOCIATION OF RAIFFEISEN ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT Commercial Register at the Vienna Commercial Court FN t as amended on 15 June 2016

2 -2- Name, Seat and Duration of the Company 1 (1) The Company operates under the company name Raiffeisen Zentralbank Österreich Aktiengesellschaft and has its seat in Vienna, Austria. (2) The Company is established for an unlimited period of time. Purpose of the Company 2 (1) The purpose of the Company is to engage in the following banking business transactions: a) Sect. 1 para 1 item 1 of the Austrian Banking Act ( BWG ): the acceptance of funds from third parties for management purposes or as deposits (deposit business); b) Sect. 1 para 1 item 2 BWG: the execution of non-cash payment transactions and the provision of clearing services for the current accounts of third parties (current account business); c) Sect. 1 para 1 item 3 BWG: entering into money lending agreements and the granting of money loans (lending business); d) Sect. 1 para 1 item 7 lit a) BWG: trading in foreign means of payment for one s own account or on behalf of others (foreign exchange and foreign currency business); e) Sect. 1 para 1 item 7 lit b) BWG: trading in money market instruments for the Company s own account or for the account of others; f) Sect. 1 para 1 item 7 lit c) BWG: the dealing for own or other than own account in financial futures contracts, including equivalent cash-settled instruments and options to acquire or dispose of any instruments falling within Sect. 1 para 1 item 7 lit a and d through f BWG, including equivalent cash-settled instruments (futures and options business); g) Sect. 1 para 1 item 7 lit d) BWG: the dealing for own or other than own account in forward interest rate agreements and interest rate adjustment agreements (forward rate agreements), interest rate and currency swaps as well as equity swaps; h) Sect. 1 para 1 item 7 lit e) BWG: the dealing for own or other than own account in transferable securities (securities business); i) Sect. 1 para 1 item 7 lit f) BWG: the dealing for own or other than own account in instruments derived from Sect. 1 para 1 item 7 lit b through e BWG, unless such dealing is done in favor of private assets; j) Sect. 1 para 1 item 8 BWG: the assumption of sureties, guarantees and other liabilities for others, insofar as the performance assumed is to be rendered in money (guarantee business); k) Sect. 1 para 1 item 9 BWG: the issuing of mortgage bonds, municipal bonds and funded bank bonds and the investment of their proceeds in accordance with the applicable legal provisions (issuing of securities business);

3 -3- l) Sect. 1 para 1 item 10 BWG: the issuance of other fixed-income securities for the purpose of investing the proceeds in other banking business transactions (other securities issuance business); and m) Sect. 1 para 1 item 11 BWG: participation in the underwriting of third party issues of any of the instruments listed in Sect. 1 para 1 item 7 b through f BWG and the provision of services related thereto (third party issuing of securities business). (2) In addition, the Company is authorized to engage in all activities in its capacity as the central institution of the Austrian Raiffeisen banking group ( RBG ), which shall include in particular: (i) (ii) (iii) managing and investing the liquid funds, including especially the liquidity reserves of RBG, which have been made available to the Company; promoting the financial and business transactions of RBG enterprises, irrespective of their legal form, among each other and with third parties, and granting loans and liquidity assistance to such enterprises; and procuring uniform advertising and administrative measures and the training of the employees of such enterprises. (3) The Company is authorized to perform all services directly or indirectly related to the banking business-transactions as specified in para (1) above, in particular regarding the transactions and activities set out in Sect. 1 para 2 and 3 BWG, to engage in the business of management consulting and management organisation and to perform services in the field of automatic data processing and information technology. (4) For the financing of its corporate purpose the Company shall be authorised in compliance with applicable law to raise own funds as defined in Regulation (EU) 575/2013 or subordinated and non-subordinated debt capital represented by securities or otherwise. (5) The Company is authorized to acquire real estate, to establish branches and subsidiaries in and outside Austria and to acquire participations in other enterprises. Moreover, the Company is authorized to engage in any business and take all measures which are necessary or expedient for realizing its aims or which are related thereto. Publications 3 Notices by the Company shall be published in the Amtsblatt zur Wiener Zeitung if and to the extent that this is mandatory under the Stock Corporation Act (Aktiengesetz). Otherwise, notices shall be published in accordance with the applicable legal requirements. Share Capital and Shares 4 (1) The share capital of the Company amounts to EUR 492,466, (four hundred and ninety-two million four hundred and sixty-six thousand four hundred and twenty -two Euros and fifty cents).

4 -4- (2) The share capital is divided into 6,776,750 (six million seven hundred and seventy-six thousand seven hundred and fifty) no-par-value shares. The shares are issued as registered shares. (3) Except as provided for in para (4) below, shares may only be transferred and encumbered with the consent of the Company, to be granted by the Shareholders Meeting. (4) In the following cases shares can be transferred without the Company s prior consent: (a) (b) (c) in case of an intended transfer to a holding company in which the shareholder previously registered in the Company s book of shares has a direct or indirect participation of 100 %, if the registered shareholder has undertaken vis-a-vis the Management Board in its capacity as agent of service for the remaining registered shareholders that it will fully uphold its participation in the holding company and that the holding company will not hold any participation other than shares in the Company or that the registered shareholder will otherwise reacquire ownership of such shares before giving up its participation in the holding company; or in case of a transfer to a shareholder who is holding a direct or indirect participation of 100 % in the shareholder registered in the Company s book of shares; or in case of a transfer between shareholders already registered in the Company s book of shares if the transfer price is based on an expert business evaluation. (5) The Management Board shall be authorized pursuant to Section 169 Stock Corporation Act, with the approval of the Supervisory Board to increase the share capital of the Company within five years after the registration of the relevant amendment of the Articles of Association in the Commercial Register, by an amount of up to EUR ,25 in one or more tranches by issuing up to new registered shares with voting rights,, against payment in cash or contributions in kind, and to determine the issue price and conditions by mutual agreement with the Supervisory Board. The Management Board shall be authorized to exclude the subscription rights of the shareholders with the approval of the Supervisory Board in case the increase of the share capital is made against contributions in kind. The Supervisory Board or any Committee authorized by the Supervisory Board for that purpose shall be entitled to approve any amendment to the Articles of Association resulting from an issue of shares related to an authorised capital increase. 5 (1) The form and contents of the share certificates shall be determined by the Management Board. Global certificates may be issued. (2) The right of shareholders to share certificates is excluded.

5 -5- (3) Only the shareholders recorded in the Company s book of shares shall be recognized as such by the Company. If requested to do so, the registered shareholder shall confirm that it is not holding the shares in trust. (4) For the purpose of being recorded in the Company s book of shares, shareholders have to provide information to the Company including in particular, in case of shareholders who are natural persons, the name, the address relevant for purposes of service as well as the date of birth, and in case of shareholders who are legal entities, the company name, the address relevant for purposes of service, if applicable also the register and the number under which they are registered in their country of origin, and in each case also the number of shares held by each shareholder and the issue numbers of these shares, as well as account details of an account opened in the shareholder s name with a credit institution as defined in Sect. 10a para 1 of the Stock Corporation Act (AktG) to which all payments are to be made, and, in case shares are held by a person other than the shareholder registered in the book of shares, the afore-mentioned information has to be provided also in respect of that person, unless the shareholder is itself a credit institution as defined in Sect. 10a para 1 AktG. Constitution of the Company The management bodies of the Company are A. the Management Board; B. the Supervisory Board; C. the Regional Council; and D. the Shareholders Meeting. A. Management Board 6 7 (1) The Management Board of the Company consists of a minimum of two and a maximum of four members. In addition, up to three replacement Management Board members can be appointed. (2) Members and any replacement members of the Management Board are appointed and dismissed by the Supervisory Board. The Supervisory Board can appoint one Management Board member as Chairman of the Management Board and appoint one Management Board member as his/her Deputy Chairman. (3) If the Supervisory Board has appointed a member of the Management Board to act as the Chairman of the Management Board, the vote of the Chairman shall be decisive in tie-vote situations. 8

6 -6- (1) The Company shall be represented by: (a) two members of the Management Board; or (b) one member of the Management Board acting jointly with a person having collective statutory power of attorney (Gesamtprokura). (2) With regard to the power of representation, replacement members of the Management Board are deemed to be equivalent to ordinary members of the Management Board. (3) Subject to restrictions imposed by law, the Company shall also be represented by two persons who jointly hold collective statutory power of attorney. (4) It is not allowed to confer, with respect to the entire scope of the business activities of the Company, single power of representation, single statutory power of attorney (Einzelprokura) or single commercial power of attorney (Einzelhandlungsvollmacht). 9 (1) The Supervisory Board shall allocate the responsibilities within the Management Board and determine which transactions require its approval. The Supervisory Board shall issue rules of procedure for the Management Board. (2) Those transactions which require the consent of a Committee of the Supervisory Board are set out in the rules of procedure for that Committee. B. Supervisory Board 10 (1) The Supervisory Board consists of a minimum of eight and a maximum of fourteen members to be elected by the Shareholders Meeting. (2) Unless otherwise provided for at the time of an election, members of the Supervisory Board are elected for a period not exceeding the end of the Shareholders Meeting at which the release from liability for the fourth business year following the election is resolved, not taking into account the business year during which the respective member of the Supervisory Board was elected. Re-election is permitted. (3) If replacement members of the Supervisory Board retire prior to the expiration of their office period, the Supervisory Board shall consist of the remaining members only until the next ordinary or extraordinary Shareholders Meeting, at which elections for replacement members shall be held. However, an extraordinary Shareholders Meeting for the election of replacement members shall be held without delay if the number of members of the Supervisory Board falls below the minimum required. Unless otherwise provided for by the Shareholders Meeting, the replacement member shall be appointed for the remainder of the period of office of the retiring member.

7 -7- (4) The members of the Supervisory Board shall be entitled to retire at any time and without stating reasons for the retirement by giving the Chairman of the Supervisory Board one month s notice in writing. 11 (1) At a meeting requiring no special invitation and to be held after the Shareholders Meeting at which the Supervisory Board was elected in accordance with 10 (2) of the Articles of Association, the Supervisory Board shall elect from among its members a Chairman (President) and between one and three Deputies of the Chairman (Vice- Presidents), for the duration of the office period of the Supervisory Board. Re-election is permitted. If the Chairman or one of his/her Deputies retires or steps down from his/her position during an office period, a replacement election shall be held at the next meeting of the Supervisory Board for the remainder of the office period of the Supervisory Board. (2) In the event that no absolute majority is obtained at an election, a final vote shall be held between the two candidates who obtained the highest number of votes at the first vote. 12 (1) Unless it is already obliged to do so by law, the Supervisory Board shall be entitled within the scope of its legal tasks to form Committees from among its members with certain powers and to specify the tasks of these Committees in the Committee s rules of procedure. At meetings of the Committees only the members of the respective Committee shall participate. (2) Statements on behalf of the Supervisory Board and its Committees shall be given by the Chairman or by one of his/her Deputies. 13 (1) Meetings of the Supervisory Board and its Committees shall be convened by the Chairman, and in those cases where he/she is unable to do so, by a Deputy Chairman, either by telephone, by letter sent to the last known address of the Supervisory Board members, or by fax or . (2) The Supervisory Board and its Committees shall be deemed to have a quorum if the Chairman (or one of the Deputies) and at least half of its members but no fewer than three members are in attendance; at Committee Meetings the presence of at least three members is required. (3) The Chairman or, in his/her absence, a Deputy Chairman shall chair the meeting and decide on the method of voting. The right to chair a meeting of the Supervisory Board may not be transferred. Resolutions and elections of the Supervisory Board require a simple majority of the votes. In the event of a tie, the Chairman of the meeting shall cast the decisive vote.

8 -8- (4) The adoption of a resolution or the holding of an election shall also be possible without a meeting by way of votes being cast in writing, or by other comparable electronic means of communication in text form, and by telephone, including via video conferencing, provided that no member objects to this procedure. (5) A member of the Supervisory Board can issue a written proxy authorizing another member of the Supervisory Board to represent him/her at individual meetings. The Chairman must be notified of the written proxy. The member being represented by a proxy shall not be taken into account with respect to the necessary quorum. (6) Minutes shall be kept of the meetings of the Supervisory Board and of its Committees. These minutes shall be signed by the Chairman of the Supervisory Board or by one of the Deputies. (7) The Supervisory Board shall establish its own rules of procedure. 14 The members of the Supervisory Board shall be reimbursed for cash expenses incurred in the fulfilment of their duties. Furthermore, the Shareholders Meeting shall be entitled to decide on the remuneration for the members of the Supervisory Board. C. Regional Council 15 (1) In addition to the Supervisory Board the Regional Council is installed as a further advisory body. The Regional Council consists of up to ten members to be nominated from among the shareholders. Detailed rules for the nomination of representatives to the Regional Council and its tasks shall be issued in the form of Rules of Nomination and Procedure by a resolution of the Shareholders Meeting. (2) The Regional Council has an advisory function and is entitled to make suggestions to the Supervisory Board at any time. (3) The meetings of the Regional Council shall take place if and when advice is needed with regard to important decisions which are to be taken by the Company regarding its business policies, but at least twice a year. They shall be convened by the Chairman or one of the Deputies or otherwise by the longest serving member of the Regional Council.

9 -9- D. Shareholders Meeting 16 The Shareholders Meeting shall take place at the Company s seat or in an Austrian provincial capital. It shall be convened by the Management Board or, in the cases provided by law, by the Supervisory Board. 17 (1) The convocation shall be announced no later than 28 days before an ordinary Shareholders Meeting and otherwise no later than 21 days before the Shareholders Meeting. (2) The convocation shall be published subject to the provisions of 3 of the Articles of Association. (3) To the extent that the Company knows the names of shareholders, the Shareholders Meeting may be convened by sending a registered letter to the last known address of each shareholder. The day on which the letter is posted is deemed to be the day on which the convocation is announced. Alternatively, a shareholder can provide the Company with an electronic mailing address and give the Company permission to inform it of the convocation of a meeting by such means. (4) With the consent of the Supervisory Board, the Management Board is authorized to broadcast the Shareholders Meeting (audio and/or visual transmission). The Management Board shall set out the rules which apply to the transmission of the Shareholders Meeting in the invitation. 18 (1) Regarding the right to attend the Shareholders Meeting and the rights of the shareholders to be exercised at Shareholders Meetings, the registration in the Company s book of shares at the opening of a Shareholders Meeting shall be relevant. In the invitation to the Shareholders Meeting the Management Board can also include, as a further requirement, the registration for the Shareholders Meeting by text message. (2) Members of the Management Board and the Supervisory Board may also participate in the Shareholders Meeting by means of an optical and/or acoustic two-way connection. 19 (1) The number of voting rights corresponds to the number of shares. (2) If shares are not fully paid up, the minimum amount paid up shall be entitled to one vote. In case higher amounts are paid up, the voting rights shall be pro rata to the amount of the payments made; fractions of votes shall only be taken into account to the extent they add up to full votes of the respective shareholder.

10 -10- (3) The exercise of voting rights by proxy is possible. A proxy must be issued to a specific person in text form. It must be submitted to and retained or verifiably recorded by the Company. 20 (1) The Shareholders Meeting shall be presided over by the Chairman of the Supervisory Board or by one of the Deputies. In the event that none of these persons is present or prepared to preside over the meeting, the notary public retained to certify the minutes of the Shareholders Meeting shall preside over the meeting until an election for a chairman of the meeting has taken place. (2) The chairman of the Shareholders Meeting shall conduct the deliberations and shall determine the order in which items of the agenda are to be discussed, as well as the method for exercising voting rights and the procedure for counting votes. (3) Notwithstanding the minority rights set out in Sect. 104 para 2 AktG, the Shareholders Meeting may postpone holding a vote on individual items of the agenda; this also applies to the adoption of resolutions regarding releasing all or individual board members from liability. 21 Unless mandatory legal provisions require a different majority, the Shareholders Meeting shall pass resolutions by a simple majority of the votes cast, and where a majority of capital is required, by a simple majority of the share capital represented at the time of voting. 22 If the required majority is not obtained on the first ballot of an election at a Shareholders Meeting, a second ballot shall take place between the two candidates who received the highest number of votes on the first ballot. In the event of a tie vote the chairman of the meeting shall have the decisive vote. Annual Report and Appropriation of Profits 23 (1) The business year of the Company shall be the calendar year. (2) Within the first five months of each business year the Management Board shall complete the annual accounts with notes and consolidated accounts, where applicable, as well as a management report and a group management report, where applicable, for the preceding business year and, after examination by the auditor/bank auditor, shall submit them to the Supervisory Board together with a proposal for the appropriation of the profits.

11 -11- (3) The Shareholders Meeting shall pass a resolution within the first eight months of each business year with respect to the release from liability of the members of the Management Board and of the Supervisory Board, the appropriation of the net profits (however, the Shareholders Meeting shall be entitled to exclude from distribution all or parts of the net profits), the appointment of the auditor and, if required by law, on the approval to the annual accounts (ordinary Shareholders Meeting). 24 (1) If payments for shares are due on a day other than the first day of any business year, dividends shall be payable only in proportion to the time period that elapsed after the due date. If and as long as in any business year payments for shares are not made in full, dividends shall be payable only in the proportion borne by the amount actually paid to the full amount payable for such shares. (2) Upon the issue of new shares the right to dividends can be provided in a different manner. 25 (1) The dividends shall be payable 30 days following the Shareholders Meeting, unless the Shareholders Meeting determines a different payment date. (2) Dividends not collected within three years following the payment date shall be forfeited to the free reserves of the Company. Special provisions for the issuance of Covered 25a (1) Insofar as the Company issues covered bonds within the meaning of the Law on Covered Bank Bonds of 27 December 1905 FBSchVG (Gesetz über fundierte Bankschuldverschreibungen), it shall comply with the provisions set forth in the law as amended from time to time regarding the creation of a pool of assets which shall serve as preferred cover for any and all claims arising from or in connection with such covered bonds. (2) All of the assets that are eligible pursuant to the provisions of FBSchVG, including without limitation receivables (credit balances), securities, or hedging transaction (derivative contracts) can be placed in the asset fund (Deckungsfonds) to serve as preferred cover for claims arising from or in connection with covered bonds. (3) Each asset serving as security shall be entered individually in a cover register (Deckungsregister). (4) The cover provided for the outstanding covered bonds shall at all times satisfy one of the following requirements:

12 -12- a) the assets provided as security shall cover at least the redemption amount and the interest payable under the outstanding covered bonds, as well as the expected administration costs arising in case of an insolvency of the Company, or b) the market value of the assets provided as security shall cover the net current value of the outstanding covered bonds, plus a safety margin duly determined by taking into account the market risks, but in any case of not less than 2 %. The method initially selected for the calculation of the cover to be provided as security pursuant to a) or b) above shall continue to be used during the entire term of the covered bonds. Amending the Articles of Association 26 The Supervisory Board is authorised to adopt resolutions which implement changes to the wording of the Articles of Association only.