Raiffeisenlandesbank Oberösterreich Aktiengesellschaft

Transcription

1 Fifth Supplement dated 29 October 2014 to the Debt Issuance Programme Prospectus dated 29 November 2013 This document constitutes a supplement (the "Fifth Supplement") for the purposes of Article 13 of the Loi relative aux prospectus pour valeurs mobilières (the "Luxembourg Law") which implements Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended (the "Prospectus Directive"), into Luxembourg law to two base prospectuses of Raiffeisenlandesbank Oberösterreich Aktiengesellschaft: (i) the base prospectus in respect of non-equity securities ("Non-Equity Securities") within the meaning of Article 22 No. 6(4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 (the "Commission Regulation") and (ii) the base prospectus in respect of Collateralised Notes (Fundierte Bankschuldverschreibungen) within the meaning of Article 22 No. 6(3) of the Commission Regulation (together, the "Debt Issuance Programme Prospectus", or the "Prospectus"). This Fifth Supplement is supplemental to and must be read in conjunction with the Prospectus (the Prospectus, as amended by the first supplement dated 23 December 2013, the "First Supplement", the second supplement dated 9 May 2014, the "Second Supplement", the third supplement dated 24 June 2014, the "Third Supplement", the fourth supplement dated 1 September 2014, the "Fourth Supplement" and, together with the Fifth Supplement, the "Supplemented Prospectus"). Therefore, with respect to future issues of Notes under the Programme of Raiffeisenlandesbank Oberösterreich Aktiengesellschaft, references in the Final Terms to the Prospectus are to be read as references to the Supplemented Prospectus. Raiffeisenlandesbank Oberösterreich Aktiengesellschaft Debt Issuance Programme (unlimited in size) (the "Programme") Raiffeisenlandesbank Oberösterreich Aktiengesellschaft ("RLB OÖ" or the "Issuer") has requested the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority under the Luxembourg Law, to provide the competent authorities in the ("Germany") and the Republic of Austria ("Austria") with a certificate of approval attesting that this Fifth Supplement has been drawn up in accordance with the Luxembourg Law (each a "Notification"). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with such a Notification. This Fifth Supplement has been approved by the CSSF, has been filed with said authority and will be published in electronic form on the website of the Luxembourg Stock Exchange ( and on the website of RLB OÖ ( RIGHT TO WITHDRAW In accordance with Article 13 paragraph 2 of the Luxembourg Law, where the Supplemented Prospectus relates to an offer of Notes to the public, investors who have already agreed to purchase or subscribe for Notes before this Fifth Supplement is published have the right, exercisable within a time limit of two working days after the publication of this Fifth Supplement, until 31 October 2014, to withdraw their acceptances provided that the new factor, mistake or inaccuracy referred to in Article 13 paragraph 1 of the Luxembourg Law arose before the final closing of the offer to the public and the delivery of the Notes.

2 2 RESPONSIBILITY STATEMENT Raiffeisenlandesbank Oberösterreich Aktiengesellschaft, with its registered office in Linz, Austria is solely responsible for the information given in this Fifth Supplement. The Issuer hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Fifth Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. NOTICE Terms defined or otherwise attributed meanings in the Prospectus have the same meaning in this Fifth Supplement. This Fifth Supplement shall only be distributed in connection with the Prospectus and the First, Second, Third and Fourth Supplement. The Issuer confirms that the Supplemented Prospectus contains all information with regard to the Issuer and any Notes which is material in the context of the Programme and the issue and offering of Notes thereunder, that the information contained therein is accurate in all material respects and is not misleading, that the opinions and intentions expressed therein are honestly held, that there are no other facts, the omission of which would make the Supplemented Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect, and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained therein. No person has been authorised to give any information which is not contained in, or not consistent with, the Supplemented Prospectus or any other information supplied in connection with the Programme and, if given or made, such information must not be relied upon as having been authorised by or on behalf of the Issuer, the Dealers or any of them. Neither the Arranger nor any Dealer nor any other person mentioned in the Supplemented Prospectus, excluding the Issuer, is responsible for the information contained in the Supplemented Prospectus or any other document incorporated therein by reference and, accordingly, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. Save as disclosed herein or in the First, Second, Third or Fourth Supplement there has been no other significant new factor, material mistake or material inaccuracy relating to the information included in the Prospectus since its publication. If there has been an inconsistency between any information included in the Fifth Supplement and information included in the Supplemented Prospectus (excluding the Fifth Supplement), the information included in the Fifth Supplement should prevail.

3 3 SIGNIFICANT NEW FACTORS On 26 October 2014, the European Central Bank ("ECB") has published the individual results of comprehensive assessment of 130 largest euro area credit institutions. This significant new factor shall be included in the Prospectus as follows: In the section "SUMMARY Summary regarding RLB OÖ, Element B.13 Recent Events", on page 9 of the Prospectus the following paragraph shall be added: "Results of the comprehensive assessment of RLB OÖ by the ECB On 26 October 2014, the European Central Bank ("ECB") has published the results of the comprehensive assessment ("Comprehensive Assessment") which has been performed by the ECB in preparation for taking over the supervisory function within the Single Supervisory Mechanism ("SSM"). RLB OÖ was part of ECB's Comprehensive Assessment which consisted of the Asset Quality Review ("AQR") and a forward-looking stress test of the credit institutions. Under the AQR and the stress test banks were required to maintain a minimum Common Equity Tier 1 capital ratio ("CET 1 ratio") of 8.0% under the baseline scenario and a minimum CET 1 ratio of 5.5% under the adverse scenario. RLB OÖ has met the required minimum CET 1 ratios under the AQR as well as under both stress test scenarios. Furthermore, the ECB did not discover any capital shortfall or additional capital requirements for RLB OÖ." In the section "GERMAN TRANSLATION OF THE SUMMARY Zusammenfassung in Bezug auf RLB OÖ, Element B.13 Letzte Ereignisse" on page 25 of the Prospectus the following paragraph shall be added: "Ergebnisse der umfassenden Bewertung durch die EZB für die RLB OÖ Am veröffentlichte die Europäische Zentralbank ("EZB") die Ergebnisse der von ihr in Vorbereitung der Übernahme der Aufsichtsfunktion im Rahmen des einheitlichen Aufsichtsmechanismus (Single Supervisory Mechanism - "SSM") durchgeführten umfassenden Bewertung ("Comprehensive Assessment"). Die RLB OÖ war Teil des von der EZB durchgeführten Comprehensive Assessment, das sich aus der Prüfung der Aktiva-Qualität (Asset Quality Review "AQR") und einem vorausschauenden Stresstest für die Kreditinstitute zusammensetzte. Beim AQR und beim Stresstest im Basisszenario mussten die Kreditinstitute eine harte Kernkapitalquote (Common Equity Tier 1 capital ratio - "CET 1-Quote") von mindestens 8% erfüllen, im adversen Szenario galt eine CET 1-Quote von mindestens 5,5%. Die RLB OÖ erfüllte sowohl beim AQR als auch in den beiden Stresstest Szenarien die jeweils erforderliche CET 1-Quote. Weiters stellte die EZB bei der RLB OÖ keine Kapitallücke bzw keinen zusätzlichen Kapitalbedarf fest." In the section "RAIFFEISENLANDESBANK OBERÖSTERREICH AKTIENGESELLSCHAFT ("RLB OÖ") Recent Events", on page 360 of the Prospectus the following paragraph shall be added: "Results of the comprehensive assessment of RLB OÖ by the ECB On 26 October 2014, the European Central Bank ("ECB") has published the results of the comprehensive assessment ("Comprehensive Assessment") which has been performed by the ECB in preparation for taking over the supervisory function within the Single Supervisory Mechanism ("SSM"). RLB OÖ was part of ECB's Comprehensive Assessment which consisted of the Asset Quality Review ("AQR") and a forward-looking stress test of the credit institutions. Under the AQR and the stress test banks were required to maintain a minimum Common Equity Tier 1 capital ratio ("CET 1 ratio") of 8.0% under the baseline scenario and a minimum CET 1 ratio of 5.5% under the adverse scenario. RLB OÖ has met the required minimum CET 1 ratios under the AQR as well as under both stress test scenarios. Furthermore, the ECB did not discover any capital shortfall or additional capital requirements for RLB OÖ." The results will be taken into account in day-to-day supervision by the ECB from November onwards. In particular, results will be factored into the ongoing assessment of banks' risks, their governance

4 4 arrangements and their capital and liquidity situation as part of the Supervisory Review and Evaluation Process ("SREP")."

5 5 NAMES AND ADDRESSES Issuer Raiffeisenlandesbank Oberösterreich Aktiengesellschaft Europaplatz Linz Austria Arranger Große Gallusstraße Frankfurt am Main Fiscal Agent (for Notes other than Collateralised Notes and Notes which settle through OeKB) Corporate Trust & Agency Services Taunusanlage Frankfurt am Main Austrian Fiscal Agent (for Collateralised Notes and Notes which settle through OeKB) Raiffeisenlandesbank Oberösterreich Aktiengesellschaft Europaplatz 1a 4020 Linz Austria Paying Agent Taunusanlage Frankfurt am Main Luxembourg Listing Agent Deutsche Bank Luxembourg S.A. 2, Boulevard Konrad Adenauer 1115 Luxembourg Luxembourg