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Raiffeisen Zentralbank Österreich AG

EANS-Adhoc: RZB and Raiffeisen International decide on transaction details for planned merger

  ad-hoc disclosure transmitted by euro adhoc with the aim of a Europe-wide
  distribution. The issuer is solely responsible for the content of this
  announcement.
19.04.2010
• The transaction structure envisages merging those business units 
that are to be spun-off from RZB with Raiffeisen International • 
Based on indicative valuation ratios, the resulting stake held by RI 
free float shareholders would range between 21.2 and 22.0 per cent • 
Resolutions by the Supervisory Boards and Annual General Meetings of 
the involved entities as well as all approvals by relevant regulatory
authorities are still required
Today, the Managing Boards of Raiffeisen Zentralbank Österreich AG 
(RZB) and Raiffeisen International Bank-Holding AG (RI) resolved to 
present a merger of material parts of the RZB banking operations with
RI to the respective shareholders for them to pass resolutions. 
Decisions were now also taken on the preliminary valuation ranges of 
the units which are to be merged as well as further details on the 
transaction structure. According to these decisions, RZB business 
units to be included in the merger would initially be spun-off from 
RZB into a wholly-owned subsidiary, which would then be immediately 
merged into RI. RI, which in the future would be called 
Raiffeisenbank International AG, is to receive an Austrian banking 
license as a result of the merger and would continue to be listed on 
the stock exchange. The transaction does not include the functions of
RZB as the central institution of the Raiffeisen Banking Group 
Austria as well as associated business units and equity 
participations held by RZB.
The determined preliminary valuation ranges for the entities which 
will be merged have been confirmed by the current state of enterprise
valuations conducted by Deloitte Audit Wirtschaftsprüfungs GmbH 
(Deloitte) and BDO Austria GmbH (BDO) respectively. Based on these 
figures, the management expects the share of RI free float to be 
between 21.2 and 22.0 per cent (previously 27.2 per cent, in all 
cases including treasury shares) after the transaction has been 
carried out. In consideration of these assumptions, the earnings per 
share 2009 attributable to former RI shareholders based on a pro 
forma calculation would increase due to the merger, from effectively 
EUR 0.99 to EUR 1.50 to 1.55 per share.
The above mentioned audit firms were engaged by the Managing Boards 
of RI (Deloitte) and RZB (BDO) to conduct the valuations based on the
discounted earnings method in compliance with international valuation
standards. According to Austrian merger law, the appropriateness of 
the not yet finalized exchange ratio is to be confirmed by an 
independent court appointed merger auditor, which in turn is an audit
firm.
There is to be continuity in the management after the merger has been
completed.
The Managing Board of RZB would consist of Walter Rothensteiner 
(CEO), Johann Strobl (CRO) and Manfred Url.
The Managing Board of Raiffeisenbank International AG would be 
composed as follows: Herbert Stepic (CEO), Karl Sevelda (Deputy CEO, 
Corporate Banking), Martin Grüll (CFO), Johann Strobl (CRO), Aris 
Bogdaneris (Retail Banking), Patrick Butler (Global Markets), Peter 
Lennkh (Network Management), and Heinz Wiedner (COO). Walter 
Rothensteiner would be the chairman of the Supervisory Board of 
Raiffeisenbank International AG.
The necessary resolutions by the Supervisory Boards, the respective 
Annual General Meetings with a three quarters majority of the 
involved entities, as well as all regulatory approvals, are still 
required.
The ordinary RZB Annual General Meeting, which among other business 
is also to vote on the merger, is planned for 7 July 2010, RI's 
Annual General Meeting for 8 July 2010.
end of announcement                               euro adhoc

Further inquiry note:

Raiffeisen Zentralbank Österreich AG
Am Stadtpark 9
Andreas Ecker
01/71707-2222
andreas.ecker@rzb.at

Prokurist MMag.Dr. Eva-Maria Sattlegger
01/71707-2761
eva-maria.sattlegger@rzb.at

Branche: Banking
ISIN:
WKN:
Börsen: Luxembourg Stock Exchange / stock market
SIX Swiss Exchange / stock market
Euronext Paris / stock market
Wien / stock market

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