Raiffeisen Bank Zrt. - Tender Offer 2024 (XS) - Launch

Raiffeisen Bank Zrt. EUR 300,000,000 8.750 per cent. Senior Preferred MREL Eligible Notes due 2025 (ISIN: XS2559379529)

13 MAY 2024

Full announcement including disclaimers and offer restrictions available via Luxse

13 May 2024. Raiffeisen Bank Zrt. (the “Offeror”) announces today an invitation to eligible holders (the “Noteholders”) of its outstanding EUR 300,000,000 8.750 per cent. Senior Preferred MREL Eligible Notes due 2025 (ISIN: XS2559379529) (the “Notes”) to tender any and all their Notes for purchase by the Offeror for cash, subject to the satisfaction of the General Condition and/or the New Financing Condition (each as defined below) (the “Tender Offer”).

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Summary of the Offer

Rationale for the Tender Offer

The purpose of the Tender Offer is, amongst other things, to proactively extend the maturity profile of the outstanding indebtedness of Raiffeisen Bank Zrt."

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Raiffeisen Bank International AG announces Termination of the Tender Offer in respect of its EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2017 with a First Reset Date on 15 December 2022 (ISIN: XS1640667116) and planned issue of new euro-denominated undated non-cumulative fixed to reset rate Additional Tier 1 notes.

20 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Luxse

"20 March 2024. Reference is made to the announcement dated 19 March 2024 by Raiffeisen Bank International AG (the Company) to invite eligible holders of its outstanding EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2017 with a First Reset Date on 15 December 2022 (ISIN: XS1640667116) (the Notes) to tender any and all of their Notes for purchase for cash, subject to certain conditions set out in the Tender Offer Memorandum (as defined below) (the Offer).

Due to the adverse market reaction to the latest headlines, the Company has taken the decision to postpone the intended issuance of the New Notes which was announced on 19 March 2024. As a result, the Company has taken the decision, in accordance with the terms and conditions of the Offer set out in the Tender Offer Memorandum, to terminate the Offer today and will consequently not accept any tenders of Notes for purchase."

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Raiffeisen Bank International AG announces Tender Offer in respect of its EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2017 with a First Reset Date on 15 December 2022 (ISIN: XS1640667116) and planned issue of new euro-denominated undated non-cumulative fixed to reset rate Additional Tier 1 notes.

19 MARCH 2024

Full announcement including disclaimers and offer restrictions available via Luxse

19 March 2024. Raiffeisen Bank International AG (the Company) announces today an invitation to eligible holders of its outstanding EUR 650,000,000 Fixed to Reset Rate Additional Tier 1 Notes of 2017 with a First Reset Date on 15 December 2022 (ISIN: XS1640667116) (the Notes) to tender any and all their Notes for purchase by the Company for cash, subject to the satisfaction or waiver of the New Financing Condition (as defined below), the fulfilment of the Settlement Condition on the Settlement Date (as defined below) and the other conditions described in the Tender Offer Memorandum (as defined below) (the Offer).

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Summary of the Offer

Rationale for the Offer

The purpose of the Offer and the planned issuance of new euro-denominated undated non-cumulative fixed to reset rate Additional Tier 1 notes (the New Notes) is, among other things, to manage the Company’s Additional Tier 1 capital. The Offer also provides Noteholders with an opportunity to sell their current holdings in the Notes and therefore be eligible to receive priority allocation in the New Notes, subject to the Company’s discretion. Notes purchased by the Company pursuant to the Offer are expected to be cancelled and will not be re-issued or re-sold."

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