Final Terms RAIFFEISEN ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT
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1 Final Terms RAIFFEISEN ZENTRALBANK ÖSTERREICH AKTIENGESELLSCHAFT Euro 20,000,000,000 Euro Medium Term Note Programme Series No: 89 Tranche No: 1 ISIN XS USD 10,000,000 Fixed Rate Notes due May 2018 The date of this Final Terms is 2 May 2008
2 PART A CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Debt Issuance Programme Prospectus dated 20 December 2007 and the Supplement to the Debt Issuance Programme Prospectus dated 16 April 2008 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Debt Issuance Programme Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Debt Issuance Programme Prospectus and the Supplement thereto. The Debt Issuance Programme Prospectus and the Supplement to the Debt Issuance Programme Prospectus are available for viewing and available on request at Raiffeisen Zentralbank Österreich Aktiengesellschaft, Am Stadtpark 9, 1030 Vienna, Austria and the Paying Agents, Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom and Deutsche Bank Luxembourg S.A., 2, Boulevard Konrad Adenauer, 1115 Luxembourg, Luxembourg and on the website of the Luxembourg stock exchange ( 1. (i) Issuer: Raiffeisen Zentralbank Österreich Aktiengesellschaft 2. (i) Series Number: 89 (ii) Tranche Number: 1 3. Specified Currency or Currencies: United States Dollar ( USD ) 4. Aggregate Nominal Amount of Notes admitted to trading: USD 10,000,000 (i) Series: USD 10,000,000 (ii) Tranche: USD 10,000, Issue Price: per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: USD 100,000 (ii) Calculation Amount USD 100, (i) Issue Date: 9 May 2008 (ii) Interest Commencement Date: 9 May Maturity Date: 9 May 2018, subject to adjustment in accordance with the Modified Following Business Day Convention 9. Interest Basis: 5.32 per cent. per annum Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par
3 11. Change of Interest or Redemption/Payment Basis: 12. Put/Call Options: 13. (i) Status of the Notes: (ii) Dates of approvals of Board of Managing Directors and of Supervisory Board of the Issuer obtained for issuance of Notes Senior 14. Method of distribution: Non-Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Note Provisions: Applicable (i) Rate of Interest: 5.32 per cent. per annum payable annually in arrear (ii) Interest Payment Date(s): 9 May in each year from and including 9 May 2009 up to and including the Maturity Date, not adjusted for the purposes of interest accrual; Condition 7(h) applies which means adjusted for the purposes of payment only in accordance with the Modified Following Business Day Convention for which business day means, London, New York and TARGET business days. (iii) Fixed Coupon Amount(s): USD 5,320 per Calculation Amount (iv) Broken Amount(s): (v) Day Count Fraction: 30/360 (vi) Determination Date (vii) Other terms relating to the method of calculating interest for Fixed Rate Notes: 16. Floating Rate Note Provisions: 17. Zero Coupon Note Provisions: 18. Currency Linked Interest Note Provisions: 19. Commodity Linked Interest Note Provisions: 20. Fund Linked Interest Notes Provisions: 21. Index Linked Interest Note Provisions:
4 22. Equity Linked Interest Note Provisions: PROVISIONS RELATING TO REDEMPTION 23. Call Option: 24. Put Option: 25. Final Redemption Amount of each Note USD 100,000 per Calculation Amount 26. A. Early Redemption Amount (i) Early Redemption Amount of each Note payable on redemption for taxation reasons, redemption upon an event of default (or, in the case of Index Linked Redemption Notes, following an Index Adjustment Event in accordance with Condition 9(b)(ii)(y) or, in the case of Equity Linked Redemption Notes, following certain corporate events in accordance with Condition 10(b)(ii)(B) or, in the case of Credit Linked Notes, following a Merger Event (if applicable)) and/or the method of calculating the same (if required or if different from that set out in Condition 6(b)): (ii) Early Redemption Unwind Costs: USD 100,000 per Calculation Amount, together with accrued interest, if any B. Early Termination Amount USD 100,000 per Calculation Amount, together with accrued interest, if any 27. Unmatured Coupons to become void upon early redemption pursuant to Condition 7(f)(i) and Condition 7(f)(iv): Yes 28. Currency Linked Redemption Notes: 29. Commodity Linked Redemption Notes: 30. Fund Linked Redemption Notes: 31. Index Linked Redemption Notes: 32. Equity Linked Redemption Notes: 33. Credit Linked Notes: GENERAL PROVISIONS APPLICABLE TO THE NOTES 34. Form of Notes: Bearer Notes:
5 (i) Form: Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note. (ii) New Global Note: No 35. Financial Centre(s) or other special provisions relating to Payment Dates: 36. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 37. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made: 38. Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made: 39. Redenomination, renominalisation and reconventioning provisions: London, New York and TARGET No 40. Consolidation provisions: The provisions in Condition 17 (Further Issues) apply. 41. Other final terms: 42. Additional provisions relation to Notices: Clearing system 43. TEFRA: The D Rules are applicable. 44. The Aggregate Nominal Amount of the Notes has been converted into the Programme currency (euro) at the rate of euro to one United States Dollar EUR 6,395,940 DISTRIBUTION 45. (i) If syndicated, names of Managers: (ii) Date of Subscription Agreement (iii) Stabilising Manager(s) (if any): 46. If non-syndicated, name of Dealer: Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf
6 London E14 5LB 47. Total commissions and concessions 48. Non-exempt: 49. Additional selling restrictions: LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required to list and have admitted to trading the issue of Notes described herein pursuant to the Euro 20,000,000,000 Euro Medium Term Note Programme of Raiffeisen Zentralbank Österreich Aktiengesellschaft. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: Raiffeisen Zentralbank Österreich Aktiengesellschaft By:... By:... Duly authorised Duly authorised
7 PART A OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing: Vienna (ii) Admission to trading: Application has been made by the Issuer for the Notes to be admitted to trading on the Vienna Stock Exchange with effect from 9 May (iii) Estimate of total expenses related to admission to trading: EUR RATINGS Ratings: The Issuer has been rated: Moody's: senior unsecured (long term) Aa2 S&P: senior unsecured (long term) A+ 3. NOTIFICATION The Luxembourg Commission de Surveillance du Secteur Financier has provided the Austrian Financial Market Authority (Finanzmarktaufsicht) with a certificate of approval attesting that the Debt Issuance Programme Prospectus has been drawn up in accordance with the Prospectus Directive. 4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 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. 5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer See Use of Proceeds wording in the section entitled General Information in the Debt Issuance Programme Prospectus (ii) Estimated net proceeds: USD 10,000,000 (iii) Estimated total expenses 6. YIELD Indication of yield: 5.32 per cent. per annum. The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
8 7. OPERATIONAL INFORMATION ISIN Code: XS Common Code: Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking société anonyme and the relevant identification number(s): Intended to be held in a manner which would allow Eurosystem eligibility: Delivery: Names and addresses of additional Paying Agent(s) (if any): No Delivery against payment 8. POST ISSUANCE INFORMATION The Issuer does not intend to issue post issuance information in respect of any underlying. 9. FOR NON-EXEMPT OFFER (ITEM 48) ONLY - TERMS AND CONDITIONS OF THE OFFER
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