CEMBRA BETEILIGUNGS AG RAIFFEISEN INTERNATIONAL BANK-HOLDING AG

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1 CEMBRA BETEILIGUNGS AG (a stock corporation established under Austrian law, registered under FN f) RAIFFEISEN INTERNATIONAL BANK-HOLDING AG (a stock corporation established under Austrian law, registered under FN m) Joint Report of the Management Boards of Cembra Beteiligungs AG and Raiffeisen International Bank-Holding AG regarding the merger of Cembra Beteiligungs AG with Raiffeisen International Bank-Holding AG Raiffeisen Zentralbank Österreich Aktiengesellschaft, FN 58882t ("RZB"), a credit institution with its registered office in Vienna, was established in 1927 by the predecessor organizations of today's Raiffeisen-Landesbanken as a "clearing house" for participating banks. RZB is part of the Austrian Raiffeisen banking group. The Raiffeisen banking group has a three-tier structure, consisting of the independent Raiffeisen banks which are active at the local level, the equally independent Raiffeisen-Landesbanken, and RZB. This core function of maintaining a bundled liquidity reserve continues to this day and is now also regulated in 25 para. 13 of the Banking Act (Bankwesengesetz) for decentralized credit institution groups. Bulding on this function, a diversified and close business relationship has developed between RZB and the Raiffeisen- Landesbanken, which partly also extends beyond banking in the strict sense, such as in the realization of "Raiffeisen's central marketing service" or in the implementation of joint IT projects. Compared with RZB's other Corporate Customer Business, this "Sector Business" has distinct characteristics which can partly be explained by the high volume and frequency of business relations, as well as by the fact that this business model is also partly tailored to the specific needs of Raiffeisen-Landesbanken as regards the depth of advice or level of standardization, but also in various other ways. Moreover, RZB has dynamically developed to become a universal bank focusing on commercial and investment banking. The international activities of RZB in Central and Eastern Europe were bundled into Raiffeisen International Bank Holding AG, FN 12119m ("Raiffeisen International") with its registered office in Vienna already before Raiffeisen International went public in 2005 and since then it has developed into the most important subsidiary within the RZB Group. Via its 100% shareholding in Raiffeisen International Beteiligungs GmbH, FN m ("RI- Bet"), RZB indirectly holds a 100% shareholding in Cembra Beteiligungs AG, FN f ("Cembra") which has its registered office in Vienna. Cembra holds a 72.8% shareholding in Raiffeisen International whose shares are listed on the Prime Market segment of the Official Market of the Vienna Stock Exchange. At present, Raiffeisen International is not a credit institution. The remaining 27.2% of shares issued in Raiffeisen International are in free float. RZB intends to transfer its Corporate Customer Business business unit, i.e. significant parts of its banking operations, as well as shareholdings associated with the operations of the Corporate Customer Business division, to Raiffeisen International. This transfer will be made in two steps. Firstly, the Corporate Customer Business will be demerged from RZB and transferred to Cembra, and secondly, Cembra will be merged with Raiffeisen International.

2 The management boards of Cembra and Raiffeisen International have prepared a draft merger agreement. This agreement will be submitted to the shareholders' meetings of Cembra on July 7, 2010 and Raiffeisen International on July 8, 2010 for their approval. The management boards of RZB and Cembra have also drawn up a spin-off and acquisition agreement. This agreement will be submitted to the shareholders' meetings of RZB and Cembra on July 7, 2010 for their approval. RZB will demerge its Corporate Customer Business unit, as well as shareholdings associated with the operations of the Corporate Customer Business division, upon expiry of December 31, 2009, on the basis of a spin-off for absorption (Abspaltung zur Aufnahme) in Cembra (the "Spin-off"). Therefore, aside from the parts of the banking operations defined as Corporate Customer Business, the demerged assets include, in particular, the (indirect) shareholdings in Raiffeisen Centrobank AG, Kathrein & Co Privatbank AG, and RZB Finance LLC. After the Spin-off, RZB will retain (i) shareholdings which are strategic in nature or which are closely related to the Austrian Raiffeisen banking group, (ii) business relationships which are connected with the Austrian Raiffeisen banking group and its function as the central institution of the Austrian Raiffeisen banking sector and as the leading institution of the credit institution group (e.g. sector coordination), as well as (iii) its liquidity clearing function as central institution to safeguard the stability of the financial markets pursuant to 25 para. 13 of the Banking Act. The Spin-off shall be entered in the commercial register immediately before Cembra is merged with Raiffeisen International. After the Spin-off has been entered in the commercial register, Cembra will be merged with Raiffeisen International (the "Merger"). Raiffeisen International will increase its capital in exchange for a contribution in kind made by Cembra; the shares will be assigned to RI-Bet as settlement for the assets transferred in connection with the Merger. As a result of merging Cembra with Raiffeisen International, Cembra's assets which in addition to the shareholding in the capital of Raiffeisen International of approximately 72.8% primarily consists of the Corporate Customer Business unit transferred to Cembra as a result of the Spin-off, and any associated shareholdings will be transferred to Raiffeisen International by way of universal succession and Cembra shall cease to exist without being liquidated. Cembra currently holds a shareholding of approximately 72.8% in Raiffeisen International. As sole shareholder of Cembra and as a result of the Merger, RI-Bet shall assume the shares previously held by Cembra in Raiffeisen International. In addition, it will also receive new Raiffeisen International shares issued as a result of the capital increase. The adoption of a resolution regarding the capital increase shall take place at the same time as the resolution regarding the Merger at the shareholders' meeting of Raiffeisen International on July 8, Following the Merger, Raiffeisen International will be renamed "Raiffeisen Bank International AG" ("RBI"). This merger report contains information necessary for the shareholders of Cembra and Raiffeisen International to form an opinion and reach a decision regarding the Merger. In the following sections, the companies involved and the economic rationale behind the Merger and its effects will be described; the merger agreement and the influence the Merger will have on the shares of Raiffeisen International and Cembra and on stock market trading will be discussed; and the evaluation of the exchange ratio will be set out in detail. The Management Boards of Cembra and Raiffeisen International hereby take advantage of the opportunity to publish a joint merger report, instead of separate reports. Seite 2

3 TABLE OF CONTENTS I. COMPANIES INVOLVED IN THE MERGER Cembra Beteiligungs AG Raiffeisen International Bank-Holding AG... 5 II. THE RZB GROUP Composition of the RZB Group Strategy and strengths of the RZB Group RZB Raiffeisen International III. SIGNIFICANT REASONS FOR THE SPIN-OFF AND THE MERGER Changes in the market environment caused by the financial crisis Measures taken by the RZB Group in the wake of the financial crisis Future strategic direction of the RZB Group IV. REORGANIZATION MEASURES Reorganization plan Essential steps for the downstream Spin-off from RZB AG to Cembra Essential steps for the Merger Authorization V. EFFECTS ON THE BALANCE SHEET Spin-off for absorption Merger Description of the Spin-off and Merger in the IFRS consolidated financial statements 29 VI. NOTES ON THE MERGER AGREEMENT VII. STOCK EXCHANGE TRADING AND DOCUMENTS WHICH REPLACE A PROSPECTUS Stock exchange listing The effects of the Merger on the stock exchange trading of securities, documents which replace a prospectus VIII. EXCHANGE RATIO Executive Summary Valuation fundamentals and methods Reference Date for the valuation Valuation objects Key planning assumptions Capitalization rates Particular valuation difficulties Results of the valuation and determination of the exchange ratio Fairness Opinion IX. CONCLUSION Seite 3

4 I. COMPANIES INVOLVED IN THE MERGER 1. Cembra Beteiligungs AG 1.1 Registered office, financial year, object of the company and registration Cembra has its registered office in Vienna and its business address at 1030 Vienna, Am Stadtpark 9. Cembra is registered in the commercial register of the Commercial Court of Vienna under FN f. Cembra's financial year deviates from the calendar year; it begins on October 25 of the calendar year and ends on the October 24 of the following year. According to 3 of Cembra's articles of association, Cembra's business consists of the holding of shares in other domestic and foreign companies, partnerships and corporations, and the acquisition, possession and management of shareholdings in companies and enterprises. Furthermore, Cembra engages in the operation of other companies and enterprises, as the manager of such companies and enterprises in particular, in the trading in all kinds of goods and taking and implementing the measures and activities in Austria and elsewhere which are necessary for achieving the goals of the companies. At present, 3 para. 2 of its articles of association exclude Cembra from any involvement in banking operations. 1.2 Business activities, shareholdings and development of Cembra Business activities Cembra is a holding company. Its business (prior to the Spin-off set out in detail in section IV. 1) consists in the holding of shares in other companies and enterprises, as well as in the acquisition, possession and management of shareholdings in companies and enterprises. During the 2007 financial year, RZB bundled its shareholding in Raiffeisen International in Cembra Shareholdings Prior to the Spin-off, Cembra does not hold any shareholdings other than its shareholding in Raiffeisen International Development The shareholders' meeting of Cembra Beteiligungs GmbH held on May adopted a resolution authorizing its transformation from a company with limited liability (Gesellschaft mit beschränkter Haftung) into a stock corporation (Aktiengesellschaft) and the registration of such in the commercial register. In connection with the transformation of Cembra Beteiligungs GmbH into a stock corporation, the decision was taken to increase the share capital of the company by EUR 4,965,000 from EUR 35,000 to EUR 5 million by converting a portion of the unallocated capital reserves stated in the financial statements as at October 24, The transformation of Cembra Beteiligungs GmbH into a stock corporation was performed on the basis of the approved financial statements as at October 24, 2009 and by taking into consideration the capital increase from corporate funds retroactive to October 25, During the course of the transformation into a stock corporation, the name of the company was changed to "Cembra Beteiligungs AG", its articles of association were adapted to reflect the new legal form, and a Supervisory Board was appointed for the first time. Seite 4

5 1.3 Capital and shareholders of Cembra General The share capital of Cembra amounts to EUR 5 million and is divided into 5 million no-parvalue ordinary bearer shares Legal form of the shares and certification The shares of the company are bearer shares. The Management Board specifies the form and content of share certificates and dividend and renewal coupons. The right of shareholders to share certificates is excluded Shareholders RI-Bet is Cembra's sole shareholder. RI-Bet has its registered office in Vienna, its business address at 1030 Vienna, Am Stadtpark 9 and is registered with the commercial register of the Commercial Court of Vienna under FN m. RZB is the sole shareholder of RI-Bet. Consequently, Cembra is wholly-owned by RZB, albeit indirectly. 1.4 Management Board and Supervisory Board of Cembra The administrative bodies of Cembra are: Management Board Management Board Date of birth Dr. Walter Rothensteiner, Chairman 07/03/1953 Mag. Manfred Url, Member 03/10/ Supervisory Board Supervisory Board Date of birth Mag. Erwin Hameseder, Chairman 28/05/1956 Mag. Markus Mair, Deputy Chairman 27/12/1964 KR Mag. Dr. Ludwig Scharinger, Member 19/10/ Other The Supervisory Board of Cembra has not established any committees and is under no legal obligation to do so. 2. Raiffeisen International Bank-Holding AG 2.1. Registered office and financial year, object of the company Registered office and financial year Raiffeisen International has its registered office in Vienna and its business address at 1030 Vienna, Stadtpark 3. It is registered with the commercial register of the Commercial Court of Vienna under FN m. The financial year is the same as the calendar year. The effective date of the annual financial statements is December Object of the company According to 2 of its articles of association, the object of Raiffeisen International is the holding of shares in all kinds of domestic and foreign businesses, as well as the acquisition, possession and the assumption of the running of such businesses, especially as the managing shareholder, and the management of shareholdings as a holding company for these businesses, in particular, holdings in international banks and financial institutions based in Austria and abroad. Seite 5

6 Furthermore, the business of the company consists in(i) advising and providing all kinds of management services for the companies in which it holds shares and with which it is otherwise related at group level, (ii) developing and managing projects in Austria and abroad, as well as buying and selling real estate, and (iii) providing all services which are directly or indirectly connected with the object of the company, in particular, company organization services and services in the fields of automated data processing and information technology. Raiffeisen International does not conduct any business or operations which are subject to approval under banking supervision laws Business activities, shareholdings and development of Raiffeisen International Business activities Raiffeisen International is a financial holding company. It is not a credit institution within the meaning of the Banking Act. Through its group companies, Raiffeisen International specializes in providing banking and financial services in Central and Eastern Europe (CEE). The group is comprised of universal banks in 15 countries which operate a wide network of local bank branches. Through these banks and other financial institutions Raiffeisen International offers a comprehensive range of banking and financial services, ranging from account management, payment transfer, deposit business, lending, trade finance and credit card services to mortgages, leasing, syndicated loans and capital market transactions. Its well-diversified client base includes multinationals and large local clients, small and medium-sized enterprises, public sector institutions and private customers Shareholdings Raiffeisen International is one of the leading banking groups in Central and Eastern Europe and operates one of the largest banking networks in this region. A description of the companies affiliated with Raiffeisen International is provided in section Development With its subsidiaries, Raiffeisen International is one of the leading banking groups in Central and Eastern Europe. After founding today's Raiffeisen Bank Hungary, in 1986, the Raiffeisen Group initially expanded by setting up own subsidiaries and, since the year 2000, primarily through acquisitions of existing banks: Examples of this are the acquisitions in Kosovo, Belarus, Albania and the Ukraine between 2002 and These shareholdings in banks and financial institutions in Central and Eastern Europe were gradually bundled into Raiffeisen International. At the beginning of 2006, Raiffeisen International fully acquired Impexbank in Russia. In July of this year, ebanka in the Czech Republic was acquired. The Raiffeisen International Group is comprised of subsidiary banks, leasing companies and a number of financial services companies spread across 17 markets Capital and shareholders of Raiffeisen International Share capital The share capital of Raiffeisen International amounts to EUR 471,735,875 and is divided into 154,667,500 bearer shares carrying voting rights. The shares are issued as shares without par Seite 6

7 value. After deducting the 972,909 treasury shares held by the company, the stated subscribed share capital amounts to EUR 468,768, Buy-back of own shares On June 10, 2008, the annual shareholders' meeting authorized the Management Board to acquire own shares with a value of up to 10% of the share capital of the company, in accordance with the provisions of 65 para. 1 nos. 4 and 8 of the Stock Corporation Act (Aktiengesetz), with said authorization valid for a period of 30 months from the date of the resolution, and, where necessary, to call in own shares. The Management Board was authorized to decide, with the approval of the Supervisory Board, on the sale of own shares by different ways than the stock exchange or a public tender with the exclusion of the shareholder's subscription rights. The acquisition of own shares primarily serves to cover the obligations entered into by Raiffeisen International within the context of the Share Incentive Program vis-à-vis members of the Management Board and top executives. These bonus payments were settled in the form of company shares Shareholder structure With 72.8% of the shares, RZB is the majority shareholder of Raiffeisen International. The remaining shares (approximately 27.2%) are in free float, with approximately 18% held by institutional investors and 9% held by private investors. The majority of private investors are based in Austria Administrative bodies of Raiffeisen International In addition to the shareholders' meeting, the administrative bodies of Raiffeisen International are the Management Board and the Supervisory Board Management Board The Management Board of Raiffeisen International is comprised of the following individuals: Management Board Date of birth First appointment Term of office expires Dr. Herbert Stepic Chief Executive Officer 31/12/ /06/ /06/2011 Mag. Martin Grüll Chief Financial Officer 25/10/ /01/ /01/2015 Mag. Heinz Wiedner Chief Operating Officer 28/06/ /06/ /06/2011 Aris Bogdaneris 26/10/ /10/ /09/2014 Dkfm. Rainer Franz 17/03/ /01/ /06/2010 Mag. Peter Lennkh 10/06/ /10/ /09/ Supervisory Board The Supervisory Board of Raiffeisen International is comprised of the following individuals: Supervisory Board Date of birth First appointment Term of office expires Dr. Walter Rothensteiner, Chairman 07/03/ /05/2001 Annual shareholders' meeting 2011 Mag. Manfred Url, Deputy Chairman 03/10/ /05/2001 Annual shareholders' meeting 2011 Patrick Butler 14/02/ /09/2004 Annual shareholders' meeting 2014 Stewart Gager 15/11/ /01/2005 Annual shareholders' meeting 2014 Dr. Kurt Geiger 17/03/ /06/2009 Annual shareholders' meeting 2014 Dr. Karl Sevelda 31/01/ /05/2001 Annual shareholders' meeting 2013 Dr. Johann Strobl 18/09/ /06/2008 Annual shareholders' meeting 2013 The Supervisory Board is governed by its rules of procedure according to which the Supervisory Board assigns certain tasks to the working, audit and personnel committees. These committees are composed of the following individuals: Seite 7

8 Supervisory Board Working committee Audit committee Personnel committee Mag. Manfred Url Deputy Deputy Deputy Dr. Walter Rothensteiner Chairman Chairman Chairman Dr. Johann Strobl Member II. THE RZB GROUP 1. Composition of the RZB Group RZB is part of the Austrian Raiffeisen banking group. The first and second tiers of the Raiffeisen banking group, the independent Raiffeisen banks and the Raiffeisen-Landesbanken which are not part of the RZB Group. The Raiffeisen-Landesbanken hold a majority shareholding in RZB. As at the date of this report, the distribution of the share capital of RZB is as follows: No. of shares Share capital in EUR Ordinary shares... 5,539, ,583, Preference shares ,989 41,130, Total... 6,105, ,713, Shareholder Ordinary shares Preference shares Total (direct or 100% indirect) (in %) RAIFFEISENLANDESBANK NIEDERÖSTERREICH-WIEN AG Raiffeisen-Landesbank Steiermark AG Raiffeisenlandesbank Oberösterreich Aktiengesellschaft Raiffeisen-Landesbank Tirol AG Raiffeisen Beteiligung GmbH Raiffeisenlandesbank Kärnten Rechenzentrum und Revisionsverband, registrierte Genossenschaft mit beschränkter Haftung Raiffeisenlandesbank Burgenland und Revisionsverband registrierte Genossenschaft mit beschränkter Haftung Raiffeisenlandesbank Vorarlberg Waren- und Revisionsverband, registrierte Genossenschaft mit beschränkter Haftung R-Landesbanken-Beteiligung GmbH *) ZVEZA BANK, registrirana zadruga z omejenim jamstvom, Bank und Revisionsverband, registrierte Genossenschaft mit beschränkter Haftung Total Raiffeisen-Landesbanken **) UBG-Bankenbeteiligungs Gesellschaft m.b.h UNIQA Versicherungen AG RWA Raiffeisen Ware Austria Aktiengesellschaft HYPO Investmentbank AG HSE Beteiligungs GmbH Total: Non-Raiffeisen Landesbanken Total Source: The company's shareholder register. *) R-Landesbanken-Beteiligung GmbH is wholly-owned by Raiffeisen-Landesbanken-Holding GmbH, which in turn is owned by the following companies: Agroconsult Austria Gesellschaft m.b.h. (2.20 ) KONKRETA Beteiligungsverwaltungs GmbH (18.14%) RLB Burgenland Sektorbeteiligungs GmbH (5.51%) RLB NÖ-Wien Sektorbeteiligungs GmbH (37.89%) RLB OÖ Sektorbeteiligungs GmbH (18.14%) RLB Tirol Holding Verwaltungs GmbH (7.16%) RLB Unternehmensbeteiligungs GmbH (5.44%) RLB-Vorarlberg Sektorbeteiligungs GmbH (5.51%) **) Rounding difference. RZB and Raiffeisen International are the most important units within the RZB Group which consists of more than 100 companies. Prior to the Merger, which is the subject of this report, RZB indirectly holds approximately 72.8% in Raiffeisen International; after the Merger, it will hold approximately 78.5%. In addition to other financial services companies, in the field Seite 8

9 of asset management for example, Raiffeisen International's network includes, in particular, the following fifteen shareholdings in the so-called "network banks" as at December 31, 2009: Country Company Shareholding Albania Raiffeisen Bank Sh.a % Bosnia and Herzegovina Raiffeisen Bank d.d. Bosnia i Hercegovina 97.0% Bulgaria Raiffeisenbank (Bulgaria) EAD 100.0% Kosovo Raiffeisen Bank Kosovo J.S.C % Croatia Raiffeisenbank Austria d.d. 73.4% Poland Raiffeisen Bank Polska S.A % Romania Raiffeisen Bank S.A. 99.5% Russia ZAO Raiffeisenbank 100.0% Serbia Raiffeisen banka a.d % Slovakia Tatra banka, a.s. 65.7% Slovenia Raiffeisen Banka d.d. 86.3% Czech Republic Raiffeisenbank, a.s. 51.0% Ukraine VAT Raiffeisen Bank Aval 96.2% Hungary Raiffeisen Bank Zrt. 70.3% Belarus OAO Priorbank 87.7% Furthermore, Raiffeisen International holds the following indirect shareholdings in leasing companies partly through its 75% subsidiary Raiffeisen Leasing International GmbH and partly through its network banks: Country Company Shareholding Albania Raiffeisen Leasing sh.a. 93.8% Bosnia and Herzegovina Raiffeisen Leasing d.o.o. 85.8% Bulgaria Raiffeisen Leasing Bulgaria OOD 81.1% Kazakhstan TOO Raiffeisen Leasing Kazakhstan 75.0% Kosovo Raiffeisen-Leasing, spolecnost s.r.o. 92.5% Croatia Raiffeisen Leasing d.o.o. 74.2% Poland Raiffeisen Leasing Polska S.A. 87.5% Romania Raiffeisen Leasing IFN S.A. 87.2% Russia OOO Raiffeisenbank Leasing 87.5% Serbia Raiffeisen Leasing d.o.o. 87.5% Slovakia Tatra Leasing spol. S.r.o. 70.5% Slovenia Raiffeisen Leasing d.o.o. 75.0% Czech Republic Raiffeisen-Leasing Real Estate, s.r.o. 63.0% Raiffeisen-Leasing, spolecnost s.r.o. 63.0% Ukraine Raiffeisen Leasing Aval LLC 87.7% Hungary Raiffeisen Lizing Zrt. 72.7% Belarus JLLC "Raiffeisen-leasing" 83.9% 2. Strategy and strengths of the RZB Group 2.1 Strategy It is the vision of the RZB Group to be the leading banking group in its core markets in Austria and Central and Eastern Europe. To achieve this vision, the RZB Group focuses its activities on its core markets. As such, it builds on its strong market position in its core areas of Corporate Customer Business and investment banking, its integration in the Austrian Raiffeisen banking group with its good position in the retail banking sector, as well as its business with small and medium-sized enterprises. The RZB Group's activities in Central and Eastern Europe are based on a well-developed banking network and a sharp rise in its customer base. The RZB Group further supports its Seite 9

10 strategic goals by building up long-term customer relationships, improving customer proximity, and maintaining and reinforcing the focus on primary deposits. The RZB Group strives to be innovative and to increase its efficiency and it also emphasizes a comprehensive risk monitoring. 2.2 Strengths The success of the RZB group is based, in particular, on the following strengths: Market position: RZB is a leading banking group in Austria and Central and Eastern Europe and a niche provider in international markets. Austria: In Austria, RZB concentrates on providing services to the top 1,000 Austrian businesses and multinationals. Its operations in Austria also include investment banking, proprietary trading, and business with financial institutions. Central and Eastern Europe: In Central and Eastern Europe, the RZB Group operates a classic universal banking operation via the network of Raiffeisen International, with 3,038 outlets. The RZB Group was one of the first to expand its operations into Central and Eastern Europe back in Following a number of new start-ups and acquisitions, the network has grown to the 15 banks it includes today, which are active in 17 markets (in addition to the 15 countries with network banks, this includes Moldova and Kazakhstan), together with leasing companies, representative offices and special investment companies (Sondergesellschaften). The services offered cover all areas from retail banking and small and medium-sized enterprises to major corporate clients. At the end of 2009, the RZB Group had more than 15.1 million customers. Just as RZB is one of the largest banks in Austria, seven of the network banks in Central and Eastern Europe rank among the largest in their respective markets. A niche player on international markets: The RZB Group is represented in markets outside of Central and Eastern Europe via its representative offices and branches. It primarily serves clients from Austria and Central and Eastern Europe which are active in these markets. RZB has a presence in Asia with branches in Singapore, Beijing, and Xiamen, as well as representative offices in Harbin, Hong Kong, Zhuhai, Seoul, Mumbai and Ho Chi Minh City. RZB is also well-positioned in other international financial centers, with offices in New York and London, a bank in Malta, as well as representative units in Paris, Brussels, Frankfurt am Main, Stockholm, Milan, Madrid, Chicago and Houston. As such, the RZB Group sees itself as a hub for banking business between East and West. Well-diversified business: RZB has a well-balanced risk structure due to the fact that its business operations are spread geographically and due to its diversified client base. The RZB Group serves commercial clients, small and medium-sized enterprises and retail customers, whilst, at the same time, the risks to which it is exposed are also spread geographically. With the exception of Austria, it has no more than 13% of its risk-weighted assets in any single market. In Central and Eastern Europe, the risk is spread across 17 markets. Local experience and Western standards: With more than 20 years' experience operating in Central and Eastern Europe, the RZB Group has more experience than any other Western bank with operations in the region. The network banks in Central and Eastern Europe are well-positioned locally. They regard themselves as both an integral part of the RZB Group and as well as local banks. Their employees, but also their management, are almost exclusively recruited locally. This ensures proximity to the market and guarantees local expertise. The combination of local expertise with the service and efficiency standards of a Western bank is a clear competitive advantage of the RZB Group. The RZB Group offers Seite 10

11 products and services tailored to each of the markets in which it is active, with group-wide management ensuring consistent standards. Employees: The skills and dedication of its employees are important factors in the success of the RZB Group. Comprehensive training programs guarantee high and consistent standards. The average age of an RZB Group employee is 34. The Group therefore has a very young workforce, most of whom have received the necessary banking training "in house", thereby guaranteeing Raiffeisen standards. Strong brand: "Raiffeisen" is among the leading and most well-known brands in the banking sector, not only in Austria, but also in Central and Eastern Europe. According to a current study "European Trusted Brands 2009", Raiffeisen has been named the most trusted banking brand in Austria for the fifth time. 3. RZB RZB serves both Austrian as well as international clients, focusing on clients with joint business potential in Central and Eastern Europe. In all markets, long-term customer relationships and customer proximity represent the key cornerstones for supporting this strategy. In addition, RZB is constantly taking measures to create innovative products, to increase its efficiency and to continue to develop its ability to monitor risks. 3.1 RZB's Corporate Customer Business Trade finance, project finance, cash management, treasury and fixed income products with domestic and foreign-based corporate clients and multinationals are, in particular, defined as being part of RZB's Corporate Customer Business within the context of the Spin-off. Services for corporate customers are offered both directly by the RZB Group's headquarters in Vienna and via its representative offices in Singapore, Peking and Xiamen, as well as via its representatives in Hong Kong, Harbin, Zhuhai, Seoul, Mumbai and Ho Chi Minh City, and its offices in New York and London, and by its bank in Malta, as well as by representatives in Paris, Brussels, Frankfurt am Main, Stockholm, Milan, Madrid, Tehran, Moscow, Chicago, Houston and Los Angeles, among others. The Corporate Customer Business is divided into 14 profit centers which are combined into four segments, depending on their operating activities. These are complemented by the shareholdings belonging to RZB's Corporate Customer Business. Segment Austria: The Austria segment includes the following business areas combined into profit centers: The target customers of the largest profit centre in the Austria segment are Austria's top 1,000 companies across all industries. These companies are offered the complete product range (global finance products without credit markets, investment and export financing, real estate financing, acquisition, project and structured finance). As a result of intensive cross-selling and a well balanced product portfolio consisting of both risk and fee income, this profit center is expected to continue to make substantial contributions to the group result also in future. Austrian corporate business in this profit centre remained stable in spite of turbulent market conditions and of the associated global increase in non-performing loans. Another profit centre in this segment is the business conducted with various companies within the Austrian Raiffeisen banking sector. These companies are also provided with the full range of products. Seite 11

12 Finally, in the Austria segment, clients which are under the direct responsibility of the Management Board as well as, to a limited extent, a few retail customers which cannot be assigned to another area are managed in a dedicated profit centre. Segment Group Customers: This segment includes, among other things, corporate business with multinationals in Western and Eastern Europe, which is booked in a specific profit center. Clients not based in Austria, in particular corporate clients based in Western Europe and Central and Eastern Europe are the primary focus of the Group Customers segment. Roughly half of the clients are based in each Western Europe as well as Central and Eastern Europe. This segment also serves as a central contact point for activities with local network banks in Central and Eastern Europe. With the exception of the metal and gas & oil industries, all industry sectors in this profit centre are offered the full range of products and services. The gross earnings for this profit centre increased in In particular, this is due to improved profit margins and increased cross-selling activities. The main products offered are acquisition and project financing and all other products, with a particular emphasis on additional business opportunities within the Central and Eastern Europe network. Furthermore, business with clients from the oil and metal industries (both production and trade) are bundled in a single profit centre within the Group Customers segment. Lending products are provided primarily as real estate financing, mergers and acquisitions financing, project financing and financing on the basis of raw materials collateralization. In addition, co-financing with the European Bank for Reconstruction and Development and the International Finance Corporation as well as documentary business (letters of credit, guarantees and export financing) are offered as well. The Profit Center Beijing Branch is responsible for Corporate Customer Business in Peking, Xiamen and Hong Kong. The profit center caters for local Chinese corporate customers (niche business). Customers are offered support in conducting trade between China and CEE/CIS as well as in financing the relevant investments. The Profit Center Singapore provides services to Austrian and Asian corporate customers and financial institutions such as asset managers, insurance companies and central banks through its branches in Singapore which offer full banking services, and through three representative offices in Mumbai (India), Ho Chi Minh City (Vietnam) and Seoul (South Korea). The products offered range from trade financing, export and import financing, documentary business, financing in local currencies to interest and currency risk management, as well as proprietary business which includes the management of investment and trading books. The Profit Center Finance New York provides North American corporate customers with a select range of products (niche strategy) as well as trade finance products with Latin America. Segment Group Markets: The customer and market-oriented capital markets business is combined in the Group Markets segment. Treasury and structured products are sold globally. Austria, Europe and Central and Eastern Europe are, however, the target markets of the Group Markets segment. Asset liability management and liquidity management, market-making, repo agreements and proprietary positions in Corporate Customer Business are all combined in this segment, Seite 12

13 within the context of proprietary business with a special focus on the management of investment and trading books. The profit center Other Proprietary Business is the booking office for the hybrid capital issued by Raiffeisen International and subscribed to by RZB. It also includes the maturity transformation from asset liability management which is not booked in the main Treasury profit center. With respect to the proprietary business of the profit center Financial Institutions & Sovereign Credit Investments, the focus is on securities which fall outside of the Group's strategic core business. Segment Corporate Centre: The interest rate business from the refinancing of the network banks of Raiffeisen International is managed in the Corporate Center segment. The products offered was adapted to the economic situation, whereby, in 2009, in addition to traditional credit products, a greater number of other products such as guarantees and letters of credit were also offered. Participations allocated to the Corporate Customer Business The following important (and partially indirect) participations are functionally assigned to the Corporate Customer Business unit: Kathrein & Co. Privatgeschäftsbank AG Kathrein & Co. Privatgeschäftsbank AG is an Austrian private bank which provides services in relation to the management of private wealth assets and assets held by foundations and; in particular, it provides advice regarding the bequeathing of assets. The assets managed amounted to EUR 3,920 million in 2009 (2008: EUR 4,482 million); 46% thereof is attributed to the fund assets which decreased by 2.2% on the previous year. Structurally, Kathrein & Co. Privatgeschäftsbank AG is to be fully attributed to RZB. Based on preliminary figures, the company's balance sheet total for 2009 is EUR 503 million (2008: EUR 542 million). Raiffeisen Centrobank AG Raiffeisen Centrobank AG is one of the leading Austrian investment banks covering the entire spectrum of services and products regarding stock, derivatives and equity transactions, both on the stock exchange and through over-the-counter transactions. On the basis of this position, Raiffeisen Centrobank also offers personalized private banking. Raiffeisen Centrobank AG's core business consists in particular of securities trading and sales company research, equity capital markets (capital market financing), mergers and acquisitions (advice on mergers and acquisitions), private equity and private banking. In the field of mergers and acquisitions, the know-how of Raiffeisen Investment AG (a subsidiary of Raiffeisen Centrobank AG) plays a key role, especially regarding privatizations in Central and Eastern Europe. The balance sheet total of Raiffeisen Centrobank AG as at December 31, 2009 amounted to EUR 1,963 million, and its equity capital amounted to EUR million. The result from ordinary business activities was EUR 28 million for the 2009 financial year, which was an increase of EUR 4 million on the previous year. Raiffeisen Investment AG Raiffeisen Investment AG ("RIAG") is one of the leading Austrian consultancy companies in the investment banking sector with a focus on transnational M&A transactions and corporate finance activities in Austria and Central and Eastern Europe. With its headquarters in Vienna, the company has, amongst others, offices in Moscow, Kiev, Istanbul, Bucharest and Prague. Seite 13

14 In spite of the fact that the market has only slowly recovered since the financial crisis took hold, RIAG nevertheless oversaw one of the largest private equity transactions of 2009; the acquisition of the international laboratory chains Futurelab and Synlab by a British private equity fund. In 2009, RIAG recorded a transaction volume of nearly EUR 1 billion in Turkey. RIAG's earnings before tax in 2009 were EUR 3 million, up EUR 0.2 million on the previous year. Raiffeisen Malta Bank plc Raiffeisen Malta Bank plc has been operating in the field of corporate banking since 1996 and has specialized in offering flexible and tailored financing and investment solutions. Its client base mainly includes international clients. During the 2009 financial year, its earnings before tax amounted to EUR 57.8 million and its balance sheet total as at December 31, 2009 was EUR 2.7 billion. RZB Finance LLC RZB Finance LLC has been in the US market since Over 250 corporate clients and financial institutions are looked after via its head office in New York and by representative offices in Bethel, Houston, Chicago and Los Angeles. In addition to the US market, RZB Finance LLC also looks after clients based in Latin America. The range of products offered by RZB Finance LLC ranges from trade financing and investment financing to classic corporate financing. RZB Finance LLC also has a comparable competitive position in the US market in the field of corporate financing in the energy sector. RZB Finance LLC's earnings for the 2009 financial year amounted to EUR 5.9 million and its equity capital as at December 31, 2009 was EUR 15.9 million. BAILE Handels- und Beteiligungsgesellschaft m.b.h. BAILE Handels- und Beteiligungsgesellschaft m.b.h. was founded in 1991 and is exclusively active in investment management in the real estate sector. The company fully owns Ratio Holding GmbH and Arum Handels- und Beteiligungs GmbH. The earnings of BAILE Handels- und Beteiligungsgesellschaft m.b.h. mainly consists of the profits from its subsidiaries. Its equity capital amounted to approximately EUR million for the 2009 financial year. 3.2 RZB's Sector Business RZB's Sector Business and "Participation Management" units consist of the following business areas: Sector Business is any business which RZB conducts with the member banks of the Austrian Raiffeisen banking sector, and which is performed by RZB within the context of it ensuring the liquidity clearing and the maintenance of minimum reserve deposits as the central institution of the member banks of the Raiffeisen banking sector. In particular, this includes short-term money market transactions between banks within the Austrian Raiffeisen banking sector and RZB and the placement of the necessary liquidity with the Austrian National Bank (Österreichische Nationalbank). Within the context of "Investment Management", RZB maintains a number of participations which either are of no significant relevance to the operation of the Corporate Customer Business or which are particularly relevant to the financial business with banks within the Austrian Raiffeisen banking sector. Seite 14

15 Furthermore, RZB provides advisory and service activities to the entire Austrian Raiffeisen banking sector, such as the organization and management of Raiffeisen's central marketing service. 3.3 Statutory deposit insurance and the voluntary customer guarantee association Österreichische Raiffeisen Einlagensicherung Österreichische Raiffeisen-Einlagensicherung reg.gen.m.b.h. assumes the deposit insurance and investor compensation functions required under the Banking Act for members of the Austrian Raiffeisen banking group (not, however, for Raiffeisen International). The aims of such statutory deposit insurance and investor compensation are to protect the banks and, above all else, customers in times of financial crisis. Following the Merger, RBI as a credit institution, as well as its Austrian subsidiaries, will become members of Österreichische Raiffeisen-Einlagensicherung reg.gen.m.b.h Raiffeisen Kundengarantiegemeinschaft Österreich Raiffeisen Kundengarantiegemeinschaft Österreich ("RKÖ") offers its clients financial support in the event of the bankruptcy of one of its members; this support goes beyond the deposit guarantees required by statute. Under the deposit guarantee association (Kundengarantiegemeinschaft), members, within their respective risk-bearing capacity, primarily protect customer deposits and claims from own issues. Despite the fact that participation in the customer guarantee association is voluntary, RZB and indirectly via participation in the respective insurance programs at the regional level all Raiffeisen- Landesbanken and approximately 80% of the local Raiffeisen banks are members. The regional Raiffeisen banks and the local Raiffeisen banks are both organized into regional associations and these regional associations are in turn combined to form RKÖ at the national level. Currently, Raiffeisen International is not a member of RKÖ. However, due to the membership being allocated to the Corporate Customer Business unit in the course of the Spin-off, RBI will become a member of the RKÖ after the Merger has become effective. As a result of this, its customer deposits and claims from own issues will be protected. The customer deposits and claims from own issues of its subsidiaries will not be protected. 4. Raiffeisen International As at December 31, 2009, the network of Raiffeisen International included 15 universal banks which themselves operate a wide network of local bank branches and other financial services companies, in the field of asset management and leasing, for instance. The network's 56,530 employees are spread across 17 markets, looking after 15.1 million customers. Raiffeisen International offers a wide range of banking and financial services through its network banks, their branches and other financial institutions, ranging from account management, payment transfer, deposit business, lending, trade and project finance and credit card services to mortgages, leasing, syndicated loans and capital market transactions. Its welldiversified client base includes multinationals and large local clients, small and medium-sized enterprises, public sector institutions, private customers and financial institutions. Markets 2008 balance sheet total (MEUR) Russia balance sheet total (MEUR) Change on previous year Business outlets Employees 14,952 11, % 215 8,608 Slovakia... 10,973 9, % 152 3,601 Seite 15

16 Hungary... 9,568 8, % 145 3,197 Czech Republic... 7,198 7, % 11 2,638 Poland... 7,108 6, % 124 3,007 Romania (including Moldova)... 6,561 6, % 563 6,235 Croatia... 5,984 5, % 85 2,225 Ukraine... 6,285 4, % ,225 Bulgaria... 4,766 3, % 199 3,282 Serbia... 2,913 2, % 101 1,982 Bosnia and Herzegovina... 2,395 2, % 101 1,655 Albania... 2,048 1, % 104 1,326 Slovenia... 1,509 1, % Belarus... 1,646 1, % 96 2,147 Kosovo % Subtotal... 84,601 75, % 3,018 56,159 Other/Consolidation Total Raiffeisen International... 85,397 76, % 3,018 56,530 Based on the network of branches it has built up over recent years and an increased customer base, Raiffeisen International intends to secure and expand its position as one of the leading banking groups in its domestic markets in Central and Eastern Europe. III. SIGNIFICANT REASONS FOR THE SPIN-OFF AND THE MERGER 1. Changes in the market environment caused by the financial crisis Recent years have been characterized by rapid growth. However, in 2009 the world economy was hit by the worst recession since Due to their close economic and financial ties with Western Europe, the countries of Central and Eastern Europe were also affected by the global economic crisis in The pragmatic support quickly provided by the IMF, as well as the willingness of the EU to support banks and member states in financial need helped contributed to a stabilization the financial markets. The measures agreed at the G20 summit at the beginning of April 2009 also helped bolster the confidence of financial market participants that all CEE countries will be able to meet their payment commitments for the foreseeable future. This meeting marked the turning point for the development of risk premiums and the currencies of Central and Eastern Europe. 2. Measures taken by the RZB Group in the wake of the financial crisis The RZB Group reacted quickly to current market conditions and the changed perception of important business partners and rating agencies. Therefore, in order to strengthen its riskbearing capacity, the Group's business strategy was adjusted. In addition to active reductions in the area of lending to financial institutions, 2009 also saw a decline in new business in other areas as a reaction to the effects of the financial and economic crisis. This applies, in particular, to business activities outside of the Group's defined core markets, as well as business activities within its core markets/businesses which carry above-average risks. This strategic adjustment of business volume has also resulted in a relief of equity capital. Within the context of the package of measures passed by the Austrian parliament, RZB successfully placed three government-backed loans with a total volume of EUR 4.25 billion. Furthermore, efforts have once again been focused on generating deposits as an important component of customer service. The RZB Group has successfully strengthened its capital base by issuing participation capital and it has amended its risk policy to the changed business landscape on a regular basis and Seite 16

17 has improved its liquidity structure by issuing several medium to long-term bonds and by taking steps to safeguard its primary fund base. As a consequence of the cost reduction program, immediately started in response to the worsening economic situation, and due to the devaluation effects of relevant currencies, general administrative expenses fell by 10% in Both personnel and other administrative expenses fell by 12%, whereas expenses for amortization of investments in the new software system increased by 3%. 3. Future strategic direction of the RZB Group In the face of improving market conditions, the RZB Group is currently assuming that business opportunities will continue to improve. In future, the emphasis will be on generating high-quality lending business on the basis of adjusted risk parameters, continuing the intensive cross-selling of commission-based products, continuing to focus on a robust liquidity structure on the basis of stable primary deposits and with a continuing focus on improving cost efficiency. After the Merger, the focus will, as before, be on Central and Eastern Europe, supplemented by the stable market in Austria and the growth markets of the Far East. RBI will be the only leading universal bank specifically for clients in Austria and in Central and Eastern Europe. The goal is to use the positive sentiment in the market and, just as before, the growth potential in Central and Eastern Europe. However, the dynamic growth of recent years will in all likelihood not be matched again. The consolidation of the demerged Corporate Customer Business unit of RZB's banking operations with RBI is expected to give greater access to the capital, money and lending markets, with respect to the integrated refinancing in connection with the stock exchange listing of Raiffeisen International, and it should support the exploitation of long-term growth opportunities. At the same time, it should offer better conditions for meeting any increased capital requirements in future. This will result in a reduction in the market presence of the parallel structures of the two business units combined into Raiffeisen International. Furthermore, RZB's emerging markets business which it has thus far operated selectively at its offices in Asia will be bundled together with the emerging markets business of Raiffeisen International in Central and Eastern Europe. RZB intends to focus greater attention on the different business models of Sector Business and Investment Management on the one hand and Corporate Customer Business on the other, which have thus far been placed under one roof, by separating them into different corporate legal entities. The planned restructuring should allow RZB to increase its focus on meeting the specific customer and service needs of the Raiffeisen-Landesbanken by focusing on performing its core responsibilities vis-à-vis the Austrian Raiffeisen banking group. As the leading and central institution of the Austrian Raiffeisen banking group, RZB remains the central point of contact regarding the maintenance of a liquidity reserve of the participating institutions of the decentralized Austrian Raiffeisen banking group. RBI will become a member of this system of joint liquidity clearing. With a strong majority shareholding in RBI, RZB shall, as the central institution of the credit institution group, continue to perform certain central group tasks, supported by the service areas of RBI, regarding risk positioning and management. Seite 17

18 IV. REORGANIZATION MEASURES 1. Reorganization plan At present, RZB has an indirect shareholding in Raiffeisen International via RI-Bet and Cembra. It is planned to spin-off the parts of RZB's banking operations defined as Corporate Customer Business and those participations associated with the operation of this unit and absorb them into Cembra with retroactive effect from 24:00 on December 31, 2009 ("Spin-off Date"). The units Sector Business and Investment Management which form part of RZB's existing banking operations will not be spun off. These include, in particular, business connected with the Austrian Raiffeisen banking group and its function as the central institution of the Raiffeisen banking sector and as the central institution of the credit institution group, as well as the Investment Management of the shareholdings retained as part of RZB. Following the absorption of the assets transferred to Cembra as a result of the Spin-off, Cembra, as the transferring company, will be merged with Raiffeisen International as the acquiring company, by means of a merger by absorption (Verschmelzung durch Aufnahme), with retroactive effect from 24:00 on December 31, 2009 ("Merger Date"). As a consequence, Cembra's corporate assets, together with the assets transferred to it as a result of the preceding Spin-off, will be transferred to Raiffeisen International by way of universal succession. The Spin-off and the subsequent Merger relate to the same assets, i.e. the parts of RZB's banking operations defined as Corporate Customer Business as well as RZB's participations associated with the operation of this unit. Both of these steps in the reorganization shall be performed at the same time on the same effective date: 24:00 on December 31, For tax purposes, RZB, Cembra and Raiffeisen International have therefore drawn up a reorganization plan ("Reorganization Plan"), to which reference is made in all agreements regarding the reorganization, i.e. the spin-off and acquisition agreement between the Management Board of RZB and the Management Board of Cembra ("Spin-off and Acquisition Agreement", Spaltungs- und Übernahmsvertrag), as well as the merger agreement between the Management Board of Cembra and the Management Board of Raiffeisen International ("Merger Agreement", Verschmelzungsvertrag). The Management Board of RZB and the Management Board of Cembra have drawn up a draft Spin-off and Acquisition Agreement. Subject to the agreement being approved by the shareholders' meetings of Cembra and Raiffeisen International, it will be concluded before these shareholders' meetings. The Management Board of Cembra and the Management Board of Raiffeisen International drew up the draft Merger Agreement. The Merger Agreement is subject to approval being granted by the shareholders' meetings of Cembra and Raiffeisen International. 2. Essential steps for the downstream Spin-off from RZB AG to Cembra 2.1 General In the run-up to the Merger of what has been defined as RZB's Corporate Customer Business unit with Raiffeisen International, it is planned to spin-off RZB's Corporate Customer Business unit and those participations associated with the operation of this unit from RZB, as the transferring company, and to absorb them into Cembra, as the acquiring company. The units Sector Business and Investment Management which form part of RZB's existing banking operations will not be spun off. RZB will retain the business connected with the Seite 18

19 Austrian Raiffeisen banking group, all business in connection with its function as the central institution of the Austrian Raiffeisen banking sector and as the central institution of the Raiffeisen credit institution group, as well as the investment management of the shareholdings retained as part of RZB. Once the Spin-off for absorption has become legally effective, Cembra shall take on RZB's Corporate Customer Business and those shareholdings of RZB which are associated with the operation of its Corporate Customer Business. 2.2 Legal basis The Spin-off shall be performed as a spin-off for absorption pursuant to 1 para. 2 no. 2 in connection with 17 of the Spin-off Act (Spaltungsgesetz). On the basis of its closing balance sheet as at 24:00 on December 31, 2009, RZB shall spin-off its Corporate Customer Business unit, as well as those participations associated with the operation of the Corporate Customer Business unit, and transfer these assets along with all rights and obligations to Cembra by way of universal succession. The Spin-off shall be performed by carrying the business and tax book values and by taking advantage of the benefits provided under Article 1 of the Reorganization Tax Act (Umgründungssteuergesetz). The spun-off assets (the Corporate Customer Business unit) represents a business unit under Austrian tax law and therefore assets within the meaning of 32 para. 2 in connection with 12 para. 2 no. 1 of the Reorganization Tax Act in connection with 2 para. 3 no. 1 of the Income Tax Act (Einkommensteuergesetz). The effective time and date of the Spin-off is 24:00 on December 31, At midnight (24:00) on the December 31, 2009, all acts taken in relation to the transferred assets shall, for internal purposes and for the purposes of financial accounting, be deemed to have been carried out for the account of Raiffeisen International. From January 1, 2010 onwards (at the start of the day), all benefits and encumbrances arising from the assets transferred apply to Raiffeisen International. 2.3 Transfer of assets The Spin-off and Acquisition Agreement defines the assets to be transferred from RZB to Cembra as part of the Spin-off: the assets belonging to the divisions Sector Business and "Investment Management" which are excluded from the transfer and retained by RZB are listed exhaustively, while the assets of the Corporate Customer Business which are included in the transfer from RZB to Cembra are listed as examples. Therefore, during the course of the Spin-off, all of RZB's assets will be transferred to Cembra, save where specific assets are excluded from the transfer. Regarding the assets allocated to Cembra in the Spin-Off, the Spin-off and Merger Agreement in principle provides for a transfer of all rights and obligations. In certain respect this excludes receivables and liabilities regarding which an enforcement vis-à-vis third parties (in particular as a result of foreign law) is impossible or insensible. For RZB's "Euro Medium Term Note Programme" and the bonds outstanding thereunder such a special provision was arranged in advance, with the result that the rights and obligations are transferred economically while ownership under civil law (and RZB's role as issuer vis-à-vis third parties) depends on a separate notification to the bondholders. All of the claims and liabilities, rights and obligations, contractual relationships, and legal positions including all burdens, encumbrances and obligations of a non-contractual nature which form part of RZB's existing banking operations, unless these are assigned to the Sector Business and "Investment Management" business divisions of RZB, are assigned to the demerged Corporate Customer Business division and, as such, are the subject of the Spin-off. The supplementary capital evidenced by the supplementary capital bonds issued by RZB in accordance with 23 para. 7 of the Banking Act will be transferred to Cembra as part of the Seite 19

20 Spin-off and subsequently transferred to Raiffeisen International as part of the Merger. As a result of issuing hybrid capital pursuant to 24 para. 2 nos. 5 and 6 of the Banking Act, RZB received supplementary capital deposits from group companies which will also be transferred to Cembra as part of the Spin-off and subsequently transferred to Raiffeisen International as part of the Merger. Consequently, these capital deposits would no longer meet the requirements for hybrid capital as defined in 24 para. 2 no. 6 b of the Banking Act. For this reason, in the Spin-off and Acquisition Agreement Cembra has committed itself, upon the acquisition of these capital deposits, to provide RZB with capital, pursuant to 24 para. 2 no. 6 b of the Banking Act or another statutory provision applicable to hybrid capital at this time, in the amount of the demerged supplementary capital deposits still outstanding as soon as RZB's own funds ratio is less than one percentage point over the statutory requirement on a non-consolidated basis. This obligation shall pass to Raiffeisen International as a result of the Merger. Given that the fixed value will not fall below this at the present time or even because of the currently foreseeable developments and the volatility of own funds cover, the transferred supplementary capital is eligible as a part of own funds. This eligibility is important to the future growth of Raiffeisen International since the consolidated capital ratio of the RZB Group according to Austrian banking supervision law may limit the available economic capital (see also section VIII. 5.4 "Economic capital"). During the course of the Merger, the issuance of "Raiffeisen participation capital 2008/2009" on the existing terms and conditions will be transferred to Raiffeisen International. The issuance of "Raiffeisen participation capital 2008/2009" is functionally tied to the Corporate Customer Business. The fair market value of the transferred assets is any case positive if the risk reserve and the participation capital were not to be added to the equity capital. The transferred participation capital and risk reserve are covered by the transferred assets and liabilities based on the higher fair market value of the transferred assets. The Spin-off and Acquisition Agreement which contains a detailed list of the assets to be transferred to Cembra as part of the Spin-off and the remaining assets to be retained by RZB is annexed to the Merger Agreement. The Merger Agreement including the Spin-off and Acquisition Agreement shall be available for shareholders to inspect at the registered offices of Cembra and Raiffeisen International for a period of at least one month before the day of the shareholders' meetings of RZB and Cembra. The Merger Agreement together with the Spinoff and Acquisition Agreement shall be made available on the website of Raiffeisen International (www.ri.co.at). 2.4 Capital measures RZB, via RI-Bet, indirectly holds a 100% shareholding in Cembra. Therefore, pursuant to 17 no. 5 of the Spin-off Act in connection with 224 para. 2 no. 1 of the Stock Corporation Act, no shares are to be granted by Cembra to the shareholders of RZB. With respect to RZB's indirect sole shareholding, the existing ratios will be maintained following the Spin-off. The Spin-off does not span different legal forms. Therefore, there is no need for compensation payments or cash settlements. RZB will not decrease its share capital during the course of the Spin-off due to the fact that the actual value of the net assets, within the meaning of 3 para. 4 of the Spin-off Act, retained by RZB after the Spin-off will at least correspond with the size of its nominal capital plus the allocated reserves. 2.5 Audit Seite 20

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