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

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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.
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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
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ots Originaltext: Raiffeisen Zentralbank Österreich AG
Im Internet recherchierbar: http://www.presseportal.de

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:
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Wien / stock market