‘ANNEX

LIST OF COMMITMENTS IN STATE AID PROCEDURE SA.31883 ÖSTERREICHISCHE VOLKSBANKEN AG

PREAMBLE

By Commission decision of 19 September 2012, State aid SA.31883 (2011/C) which Austria granted to Österreichische Volksbanken AG (ÖVAG) was found to be compatible with the internal market.

Owing to the renewed need for restructuring of the Volksbanken sector, the present list of commitments has been drawn up taking into account the earlier set of commitments and the underlying restructuring and liquidation plan of ÖVAG (“the restructuring plan”). The provisions of the earlier set of commitments annexed to the Commission decision of 19 September 2012 thereby cease to have effect.

The modified restructuring plan makes no provision for additional State support measures for ÖVAG. The reduction in ÖVAG's share capital including the Republic of Austria's share in the amount of 43,3 % (corresponding to approximately EUR 250 million) and the simultaneous reduction in the Republic of Austria's participation capital in the amount of EUR 300 million by 96,65 % do not constitute new aid within the meaning of Article 1(c) of Council Regulation (EC) No 659/1999 (1).

The Republic of Austria hereby provides the following commitments concerning Österreichische Volksbanken-Aktiengesellschaft (“ÖVAG”) and the Volksbanken-Verbund, represented by Volksbank Wien-Baden AG (“VBWB”) in its capacity as the new central organisation of the Verbund, in order that the European Commission, by decision under Article 107(3)(b) of the Treaty on the Functioning of the European Union (“TFEU”), may find the aid granted to ÖVAG compatible with the internal market.

This text should be interpreted within the general framework of EU law and with reference to Regulation (EC) No 659/1999, as well as with regard to the decision, to which the commitments are attached as commitments and/or conditions and obligations.

1. General

1.1. The Republic of Austria undertakes to ensure that the restructuring for ÖVAG submitted end of June 2015 is correctly and fully implemented.

1.2. The Republic of Austria undertakes to ensure that the commitments listed below (“the commitments”) are fully observed during the implementation of the restructuring plan.

1.3. The restructuring phase will end on the date of the general meeting of VBWB which decides on the annual accounts for the fiscal year 2019, but at the latest on 30 June 2020. The following commitments will apply during the restructuring phase unless otherwise provided.

2. Restructuring and liquidation plan

2.1. ÖVAG's share capital of EUR 577 328 623,46 (including the Republic of Austria's share in the amount of 43,3 %) will be reduced to EUR 19 335 951,23. The State's participation capital in the amount of EUR 300 million will be reduced in the same proportion by 96,65 %.

2.2. The central organisation and central institution function of ÖVAG will be transferred retroactively with effect from 31 December 2014 by it as transferor company to VBWB as transferee company subject to the continued existence of the transferor company, in exchange for the issue of shares.

2.3. With effect from 4 July 2015, ÖVAG will with the agreement of the competent supervisory authority (ECB) withdraw from the Verbund, after supervisory approval operate henceforth as a wind-down entity in accordance with Section 162 of the Federal Act on the Recovery and Resolution of Banks (Bundesgesetz über die Sanierung und Abwicklung von Banken — BaSAG) and as such will no longer hold a banking licence in accordance with Section 1 of the Banking Act (Bankwesengesetz, BWG). The name of the wind-down entity will be changed to “immigon portfolioabbau ag”.

2.4. Drawing on the federal Republic as provider of an asset guarantee to the amount of EUR 100 million in line with the agreement on an asset guarantee from 15 March 2013 as amended by the draft agreement from 25 June 2015 (“the guarantee amendment agreement”) is allowed at any time between 31 December 2015 up to and including the day of the approval of the annual accounts of ÖVAG for the financial year 2017.

2.5. Conditions for an eventual drawing on the asset guarantee are either the partial or entire uncollectibility of the assets concerned or the formal insolvency of the debtor in addition to the necessity of the payout from the guarantee to prevent over-indebtedness of ÖVAG in accordance with insolvency law and subject to all other applicable conditions in the guarantee amendment agreement. Reference date for the evaluation of guaranteed claims in the pool according to Annex 1 to the guarantee agreement from 15 March 2013 as amended by the guarantee amendment agreement is 31 December 2015. No further claims from the guarantee will be accepted after that date.

2.6. The aim of the liquidation plan of ÖVAG is to fully liquidate all assets by 31 December 2017. It also follows from ÖVAG's liquidation plan that a positive residual value will remain. As partial compensation for the reduction in the share capital held by the Republic of Austria in ÖVAG, the Verbund and Volksbanken Holding eGen will assign their claims to the liquidation proceeds of ÖVAG to the Republic. Moreover, the Verbund has given a best endeavour commitment to the effect that other shareholders in ÖVAG will also assign their claims to the Republic of Austria.

3. Sale of ÖVAG holdings

In implementation of the provided draft of the restructuring agreement with the Republic of Austria from 23 June 2015 (“the restructuring agreement”), ÖVAG will sell off all shares in RZB completely (“signing”) by 31 December 2017.

4. Measures by RZB

Austria undertakes that the measures planned by Raiffeisen Zentralbank Österreich AG (RZB) to reduce ÖVAG's equity capital as laid down in the restructuring agreement of 26 April 2012 with a current residual amount of EUR [0-20] million will be implemented by […].

5. Future profit distribution by the Verbund

5.1. Profit distributions by entities consolidated in the credit institution association (Kreditinstituteverbund) of the Volksbanken in agreement with Section 30a(1) BWG, as amended, to third (natural or legal) persons will in principle be admissible only if the conditions set out in points 5.2 to 5.6 of this agreement are fulfilled.

5.2. The exercise of the Republic of Austria's profit participation right will take place in agreement with the restructuring agreement; in particular, non-observance of the thresholds laid down therein will entitle the Republic of Austria to dispose of the shares in VBWB transferred to it pursuant to the restructuring agreement.

5.3. The exercise of the Republic of Austria's profit participation right in accordance with the restructuring agreement will take place preferentially in at least the amount of the distribution.

5.4. The total amount of all distributions will be limited to EUR [5-8] million p.a.

5.5. The Republic of Austria will receive a compensation payment independent of point 5.3 in the amount of the distribution. Profit distributions on own-fund items designated after 29 June 2015 to strengthen and aid the recovery of the Verbund will not give rise to any compensation payment to the Republic of Austria.

5.6. The Verbund will raise fresh external common equity tier 1 capital (net, after the deduction of repayments) in at least an amount corresponding to the annual sum of the distributions and compensation payments (compensation for retained earnings).

6. ÖVAG dividend ban

ÖVAG will not pay dividends in the period up to the end of the liquidation. In so far as they are legally separable, payments for remunerating the aid measures will remain unaffected.

7. Ban on price leadership

In the area of deposit services, Live Bank is prohibited in the period up to the end of the liquidation from offering interest rate conditions (for all maturities) better than its competitor with the third-best conditions in the Austrian market for direct online banking without the Commission's prior approval.

8. Representation of the Republic of Austria in Volksbank Wien-Baden AG in its capacity as central organisation of the Verbund

8.1. With effect from the splitting-up of ÖVAG and the transfer of the function as central organisation of the Verbund to VBWB the Republic of Austria will have transferred to it a share of 25 % plus one share (“25 % + 1”) free of charge by the Verbund.

8.2. If the Verbund fails to fulfil its repayment commitments in accordance with point 9.3, the Republic of Austria will have transferred to it additional shares in VBWB free of charge by the Verbund up to a total stake of Austria of [26-40] %. In addition, the Republic of Austria will receive the right of disposal over its entire shareholding in accordance with the provisions of the restructuring agreement.

8.3. The Republic of Austria will be granted by the Verbund a right of representation of half of the members of the VBWB supervisory board to be appointed by the owners.

9. Remuneration of the aid measures

9.1. The asset guarantee of EUR 100 million provided by the Republic of Austria to ÖVAG will be remunerated with a non-profit-related bonus of 10 % p.a.

9.2. VBWB grants the Republic of Austria a profit participation right as compensation for the reduction under the restructuring agreement in the State's EUR 300 million participation capital in ÖVAG during the course of the split-up. From the entire payment to be made on the profit participation right will be deducted any participation capital held by the State which is retained during the course of the split-up and is duly repaid.

9.3. The payment on the profit participation right has to reach at least EUR [0-50] million by the time of approval of the […] annual accounts of VBWB and at least EUR [0-100] million by the time of approval of the […] annual accounts of VBWB. In the event of one of these two thresholds not being reached, a new restructuring plan will have to be notified. It should be noted that the restructuring agreement provides for a payment threshold of at least EUR [0-200] million by the time of approval of the […] annual accounts of VBWB and for a complete payment by the time of approval of the [2020-2025] annual accounts of VBWB.

10. Other behavioural obligations

10.1. ÖVAG and the Verbund commit to refrain from acquisitions. This applies to both the purchase of companies with their own legal structure, and shares in companies, as well as asset bundles that represent a commercial transaction or a branch of activity. This does not apply to acquisitions that must be made in order to maintain financial and/or association-related stability, or in the interests of effective competition, provided that they have been approved beforehand by the Commission. This does not apply either to acquisitions that belong, in terms of the management of existing obligations of customers in financial difficulty, to a bank's normal ongoing business.

10.2. ÖVAG and the Verbund must not use the granting of the aid measures or any advantages arising therefrom for advertising purposes.

10.3. ÖVAG and the Verbund must verify the incentive effect and appropriateness of their remuneration systems and ensure, using the possibilities under civil law, that they do not result in exposure to undue risks, are oriented towards sustainable, long-term company objectives, and are transparent.

10.4. The Verbund is to continue expansion of its risk-monitoring operations and to conduct a commercial policy that is prudent, sound and oriented towards sustainability.

11. Monitoring trustee

11.1. The Republic of Austria is to ensure that the full and correct implementation of the restructuring plan of ÖVAG and the Verbund and the full and correct implementation of all commitments within this commitments document are continuously monitored by an independent, sufficiently qualified monitoring trustee who is obliged to maintain confidentiality.

11.2. The appointment, duties, obligations and discharge of the monitoring trustee must follow the procedures set out in the “Trustee” Annex.

11.3. The Republic of Austria is to ensure that, during the implementation of the Decision, the Commission or the trustee has unrestricted access to all information needed to monitor the implementation of this Decision. The Commission or the trustee may ask ÖVAG and the Verbund for explanations and clarifications. The Republic of Austria, ÖVAG and the Verbund are to cooperate fully with the Commission and the monitoring trustee with regard to all enquiries associated with monitoring of the implementation of this Decision.’