Wolf Theiss advises RBI Group on nine Debt Capital Markets trades in Austria, Romania and Hungary

Vienna, Bucharest, Budapest, 26 January 2023 – Wolf Theiss acted as legal advisor to Raiffeisen Bank International AG (“RBI”) and its subsidiaries in CEE (the “RBI Group”) in nine Debt Capital Markets trades in three jurisdictions, Austria, Romania and Hungary, with a total issue volume of more than EUR 2.5 billion in the second half of 2022.

Wolf Theiss’ international Debt Capital Markets (DCM) Team, led by Partner Claus Schneider and Partner Alexander Haas, provided legal assistance to the RBI Group in the transactions listed below. The team consisted of Counsel Nikolaus Dinhof-Renezeder, Senior Associate Nevena Skočić and Associate Sebastian Prakljacic (Vienna office), Partner Claudia Chiper and Senior Associate Andreea Tudorache (Bucharest), and Counsel Melinda Pelikán and Associate László Lovas (Budapest). Counsel Eva Stadler (Vienna) advised on the tax aspects of the transactions.

Austria

• Wolf Theiss has advised RBI as issuer on its EUR 500,000,000 Ordinary Senior Preferred Eligible Notes. The notes, with a coupon of 4.125 per cent per annum, have a maturity of three years. The notes are listed on the Luxembourg Stock Exchange, and the closing took place on 8 September 2022. The notes were placed by Crédit Agricole Corporate and Investment Bank, HSBC Continental Europe, J.P. Morgan SE, RBI, Société Générale and UniCredit Bank AG as joint lead managers.

• RBI as issuer relied on the legal expertise of Wolf Theiss’ DCM team for its issue of EUR 500,000,000 Subordinated Callable Fixed-to-Fixed Rate Reset Notes. The notes are due December 2032, are listed on the Luxembourg Stock Exchange, and the closing took place on 20 September 2022. The notes were placed by BNP Paribas, BofA Securities Europe SA, Citigroup Global Markets Europe AG, Raiffeisen Bank International AG and Société Générale as joint lead managers.

• Wolf Theiss has advised RBI as issuer on its issue of EUR 500,000,000 2.875% Extendable European Covered Bond (Premium) – mortgage due 2026. The notes were placed by ING Bank NV, NATIXIS, RBI, Banco Santander, S.A. and UniCredit Bank AG as joint lead managers and are listed on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange. The closing took place on 28 September 2022.

• Wolf Theiss has advised RBI as issuer in connection with its issue of EUR 500,000,000 5.750 per cent Ordinary Senior Eligible Notes due January 2028. The notes were placed by Barclays Bank Ireland plc, Crédit Agricole CIB, Goldman Sachs Bank Europe SE, J.P. Morgan SE and RBI as joint lead managers and are listed on the Official Market (Amtlicher Handel) of the Vienna Stock Exchange. The closing took place on 27 October 2022.

Romania

• Wolf Theiss has advised Raiffeisen Bank S.A. in Romania as issuer on its RON 325,500,000 Ordinary Senior Preferred Eligible Sustainability Notes. On 18 October 2022, Raiffeisen Bank S.A. has successfully issued notes addressed to institutional investors, with a tenor of 5 years and a fixed coupon of 9.404% per annum.

• Wolf Theiss has advised Raiffeisen Bank S.A. in Romania as issuer on its RON 369,075,000 8.817% Non-Preferred Senior Eligible Sustainability Notes due 2027. On 7 December 2022, Raiffeisen Bank S.A. has successfully issued notes addressed to institutional investors, with a tenor of 5 years and a fixed coupon of 8.817% per annum. This operation is in conjunction with the issue of other five prior issues of notes by Raiffeisen Bank S.A. during 2021 and 2022 based on its EUR 1,500,000,000 Euro Medium Term Notes Programme. RBI and Raiffeisen Bank S.A. were responsible for the placement of the notes as joint lead managers.

Hungary

• Wolf Theiss has advised Raiffeisen Bank Zrt. in Hungary on the first issue of EUR 2,000,000,000 Medium-term Note Programme, Debt Issuance Programme and debut issuance of HUF 30,000,000,000 Senior Preferred Eligible Notes. The notes are intended to be eligible for MREL (Minimum Requirement for Own Funds and Eligible Liabilities). This is the first HUF denominated bond issue, with a tenor of 6 years and a fixed interest rate of 9.985 percent per annum. The base prospectus was signed and issued in June 2022 and under the programme there were several issuances to date.

• Wolf Theiss has advised Raiffeisen Bank Zrt. as issuer on its USD 50,000,000 5.433% Senior Preferred MREL Eligible Notes due 2026. On 14 July 2022, Raiffeisen Bank Zrt. has successfully issued notes addressed to institutional investors, with a tenor of 4 years. The notes were placed by UniCredit Bank AG as lead manager. This operation is in conjunction with the issue of other issues of notes by Raiffeisen Bank Zrt. during 2022 based on its EUR 2,000,000,000 Euro Medium Term Notes Programme.

• Wolf Theiss has advised Raiffeisen Bank Zrt. as issuer on its EUR 300,000,000 8.750% Senior Preferred MREL Eligible Notes due 2025. On 22 November 2022, Raiffeisen Bank Zrt. has successfully issued notes addressed to institutional investors, with a tenor of 3 years. The notes were placed by Morgan Stanley Europe SE, RBI (B&D) and UniCredit Bank AG as joint lead managers. This operation is in conjunction with the issue of other issues of notes by Raiffeisen Bank Zrt. during 2022 based on its EUR 2,000,000,000 Euro Medium Term Notes Programme.

At RBI, we want dedicated services addressing our specific needs. We get this from Wolf Theiss. Over the past months, we have been working closely with Wolf Theiss’ regional DCM team, and their help has been essential for the successful execution of our transactions.

Uros Notar, Director, Legal Services Markets & Treasury, Raiffeisen Bank International AG (RBI)

We really enjoyed assisting several RBI Group teams on these transactions. The dynamics of our CEE-wide Debt Capital Markets team posed a demanding but interesting challenge for our lawyers from three Wolf Theiss jurisdictions. The industry expertise and dedication of our regional DCM team confirms our solid and superior services. I am very proud to be part of a young talented and ambitious team, a team ready to deliver the best services to our customers, proving how important it is to work together as “one firm one team”, thus managing to build better and more sustainably.

Alexander Haas, Partner, Debt Capital Markets, Wolf Theiss

The Wolf Theiss Debt Capital Markets team plays an important role in the CEE/SEE market, confirmed by the large number of transactions and banks/financial institutions advised by the firm. The team offers legal advice in relation to all aspects of debt, equity and hybrid capital securities.