EANS-Adhoc: Österreichische Volksbanken-Aktiengesellschaft / RELATING TO AN INVITATION TO OFFER TO SELL FOR CASH

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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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other
10.12.2012

NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO ANY PERSON RESIDENT
AND/OR LOCATED IN THE UNITED STATES OR TO ANY U.S. PERSON

Österreichische Volksbanken-Aktiengesellschaft hereby announces:
Invitation to holders of the "EUR 300,000,000 Subordinated Lower Tier
II Notes due November 2016" (ISIN: XS0275528627) issued by
ÖSTERREICHISCHE VOLKSBANKEN- AKTIENGESELLSCHAFT ÖSTERREICHISCHE
VOLKSBANKEN-AKTIENGESELLSCHAFT (the "Issuer") is inviting the holders
(the "Noteholders") of the "EUR 300,000,000 Subordinated Lower Tier
II Notes due November 2016" (ISIN: XS0275528627) (the "Notes") issued
under the Euro 6,000,000,000 Debt Issuance Programme dated 14 June
2006 by the Issuer to tender for the purchase for cash (the "Offer")
any and all of the outstanding Notes. The terms and conditions of the
Offer are set out in the Invitation Memorandum dated 10 December 2012
(the "Invitation Memorandum"). Capitalised terms used in the
following paragraphs of this announcement have the meanings ascribed
to them in such Invitation Memorandum.

_____________________________________________________________________
________ |Description of the|ISIN |Outstanding |Minimum
|Purchase Price| |Notes_____________|____________|Principal_Amount*|D
enomination|______________| |EUR_300,000,000___|XS0275528627|EUR_300.
000.000__|EUR_50.000__|75_per_cent___| |Subordinated Lower|
| | | | |Tier_II___________|_
___________|_________________|____________|______________| |Notes due
November| | | | |
|2016______________|____________|_________________|____________|_____
_________|

Rationale for the Invitation The purpose of the Offer is to optimise
the Issuer's capital structure and to generate a core tier one
capital effect for the group, thereby strengthening the quality of
its capital base. The Invitation also provides investors with an
opportunity to realise their investments at prices higher than
prevailing market prices. Purchase Price to be Received for the Notes
The amount the Issuer will pay, or procure to be paid, on the
Settlement Date to Noteholders who validly tender their Notes before
the Offer Deadline, will be a cash purchase price (expressed as a
percentage) as specified in the table above for each EUR 50,000 in
principal amount of each Note validly tendered in the Offer and
accepted for purchase by the Issuer. Participating in the Offer To
tender Notes in the Offer, a Noteholder should deliver, or arrange to
have delivered on its behalf, via the relevant Clearing System and in
accordance with the requirements of such Clearing System, a valid
Tender Instruction that is received by the Tender Agent by the Offer
Deadline. Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes whether
such intermediary would require to receive instructions to
participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Offer
before the deadlines specified in this Invitation Memorandum. The
deadlines set by each Clearing System for the submission and
revocation of Tender Instructions may also be earlier than the
relevant deadlines specified in this Invitation Memorandum. Tenders
of Notes for purchase may be rejected in the sole discretion of the
Issuer for any reason and the Issuer is not under any obligation to
Noteholders to furnish any reason or justification for refusing to
accept a tender of Notes for purchase. Whether the Issuer will accept
for purchase Notes validly tendered in the Offer is subject, without
limitation, to the consent of the Austrian Financial Markets
Authority (Finanzmarktaufsichtsbehörde) that (parts of) the Issuer's
capital increase from September 2012 amounting to EUR480mn may be
accounted for by the Issuer as replacement capital for the Notes
pursuant to Sec 23 (8) of the Austrian Banking Act (Bankwesengesetz)
(the "Regulatory Condition"). The Offeror expects the Regulatory
Condition to be satisfied prior to the Offer Deadline. Expected
Transaction Timeline

Date Event
_______________ _________________________________________________________
10 December 2012 Launch Date. Offer announced.
Invitation Memorandum available (subject to the offer and
distribution restrictions set out in "Offer and
Distribution Restrictions") from the Tender Agent.
18 December 2012, 5.00 Offer Deadline
p.m. (CET) Latest time for Tender Instructions to be received by the
Tender Agent.
19 December 2012 Offer Acceptance Announcement Time.
Announcement of acceptance and results of Offer
21 December 2012 Expected Offer Settlement Date

For further information: A complete description of the terms and
conditions of the Invitation is set out in the Invitation Memorandum.
Further details about the transaction can be obtained from:
THE JOINT DEALER MANAGERS

BNP Paribas Österreichische Volksbanken-
10 Harewood Avenue Aktiengesellschaft
London NW1 6AA Kolingasse 14-16
United Kingdom 1090 Vienna
For information by telephone: Austria
+44 20 7595 8668 For information by telephone:
Attention: Liability Management Group +43(0)50 4004-3338
email: Attention: Mr Karl Kinsky, MBA
liability.management@bnpparibas.com email: investorrelations@volksbank.com

THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House, 436 Essex Road,
London N1 3QP, England,
Great Britain
For information by telephone: +44 20 7704 0880
Attention: Yves Theis / Paul Kamminga

email:volksbank@lucid-is.com A copy of the Invitation Memorandum is
available to eligible persons upon request from the Tender Agent.
Neither of the Joint Dealer Managers takes responsibility for the
contents of this announcement and none of the Issuer, the Joint
Dealer Managers, the Tender Agent or any of their respective
directors, employees or affiliates makes any representation or
recommendation whatsoever regarding the Offer, or any recommendation
as to whether Noteholders should tender Notes in the Offer. This
announcement must be read in conjunction with the Invitation
Memorandum. No Invitation to acquire any Notes is being made pursuant
to this announcement. Any such Invitation is only being made in the
Invitation Memorandum and any such acquisition or acceptance of
offers to sell should be made solely on the basis of information
contained in the Invitation Memorandum. This announcement and the
Invitation Memorandum contain important information which should be
read carefully before any decision is made with respect to the
Invitation. If any Noteholder is in any doubt as to the action it
should take, it is recommended to seek its own advice, including as
to any tax consequences, from its stockbroker, bank manager,
solicitor, accountant or other independent adviser. Jurisdictional
Restrictions This notice does not constitute an offer to buy or a
solicitation of an offer to sell any Notes (and tenders of Notes in
the Offer will not be accepted from Noteholders) in any jurisdiction
or circumstances in which such offer or solicitation is unlawful. In
any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer and any of the
Joint Dealer Managers or any of its respective affiliates is such a
licensed broker or dealer in such jurisdiction, the Offer shall be
deemed to be made on behalf of the Issuer in such jurisdiction by
that Joint Dealer Manager or respective affiliate, as the case may
be. The distribution of the Invitation Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession
the Invitation Memorandum comes are required by the Issuer, the Joint
Dealer Managers and the Tender Agent to inform themselves about, and
to observe, any such restrictions. Noteholders with any questions on
the Invitation should contact the Joint Dealer Managers for further
information. United States The Offer is not being made and will not
be made, directly or indirectly, in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of, a national securities exchange
of, the United States. This includes, without limitation, facsimile
transmission, telex, telephone, e-mail, the internet and other forms
of electronic communication. The Notes may not be tendered in the
Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this Invitation Memorandum and
any other documents or materials relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without limitation,
by custodians, nominees or trustees) in or into the United States or
to any persons located or resident in the United States. Any
purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid and
any purported tender of Notes made by a person located in the United
States or any agent, fiduciary or other intermediary acting on a non-
discretionary basis for a principal giving instructions from within
the United States will be invalid and will not be accepted. Each
holder of Notes participating in the Offer will represent that it is
not located in the United States and is not participating in the
Offer from the United States or it is acting on a non-discretionary
basis for a principal located outside the United States that is not
giving an order to participate in the Offer from the United States.
For the purposes of this and the above paragraph, "United States"
means the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia. United
Kingdom The communication of this Invitation Memorandum and any other
documents or materials relating to the Offer is not being made and
such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial
Services and Markets Act 2000. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom, and are only for
circulation to persons outside the United Kingdom or to persons
within the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"))
or within Article 49(2) of the Order, or to other persons to whom it
may lawfully be communicated in accordance with the Order. Insofar as
the communication of this Invitation Memorandum and any other
documents or materials relating to the Offer is made to or directed
at investment professionals (as defined in Article 19(5) of the
Order), it is made to or directed at persons having professional
experience in matters relating to investments, and any investment or
investment activity to which it relates is available only to such
persons or will be engaged in only with such persons, and persons who
do not have professional experience in matters relating to
investments should not rely upon it. Italy None of the Offer, this
Invitation Memorandum or any other documents or materials relating to
the Offer have been or will be submitted to the clearance procedure
of the Commissione Nazionale per le Società e la Borsa ("CONSOB").
The Offer is being carried out in the Republic of Italy ("Italy") as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4, of CONSOB
Regulation No. 11971 of 14 May 1999, as amended ("CONSOB
Regulation"). Holders can offer the Notes through authorised persons
(such as investment firms, banks or financial intermediaries
permitted to conduct such activities in Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 16190 of 29 October
2007, as amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority. Each intermediary must comply with the applicable
laws and regulations concerning information duties vis-à-vis its
clients in connection with the Existing Notes or this Offer. Belgium
The Offer is not being made, directly or indirectly, to the public in
Belgium. This Invitation Memorandum has not been and will not be
notified to nor approved by the Belgian Financial Services and
Markets Authority (Autorité des services et marchés
financiers/Autoriteit voor Financiële Diensten en Markten) (the
"Belgian FSMA")) and neither this Invitation Memorandum nor any other
documents or materials relating to the Offer have been, or will be,
approved by the Belgian FSMA and, accordingly, the Offer may not be
made in Belgium by way of a public offering, as defined in Article 3
of the Law of 1 April 2007 on public takeover bids or as defined in
Article 3 of the Law of 16 June 2006 on the public offer of
investment instruments and the admission to trading of investment
instruments on regulated markets, each as amended or replaced from
time to time. Accordingly, the Offer may not be advertised or made
(either directly or indirectly) and neither the Invitation Memorandum
nor any such documents or materials may be distributed or made
available (either directly or indirectly) to any person in Belgium
other than to "qualified investors", as referred to in article 10 of
the Law of 16 June 2006 on public offers of investment instruments
and the admission to trading of investment instruments on a regulated
market (as amended from time to time), acting for their own account.
Insofar as Belgium is concerned, this Invitation Memorandum has been
issued only for the personal use of the above qualified investors and
exclusively for the purpose of the Offer. Accordingly, the
information contained in this Invitation Memorandum may not be used
for any other purpose or disclosed to any other person in Belgium.
France The Offer is not being made, directly or indirectly, to the
public in the Republic of France ("France"). Only qualified investors
(investisseurs qualifiés), other than individuals, acting for their
own account, all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire
et Financier, are eligible to participate in the Offer. This
Invitation Memorandum and all other materials in connection with the
Offer have not been and may not be distributed publicly in France.
This Invitation Memorandum has not been and will not be submitted to
or approved by the Autorité des Marchés Financiers. General In
addition to the representations referred to above, each Noteholder
participating in the Offer will also be deemed to give certain
representations in respect of the other jurisdictions referred to
above and generally as set out in the Invitation Memorandum
("Procedures for Participating in the Offer"). Any tender of Notes
for purchase pursuant to the Offer from a Noteholder that is unable
to make these representations may be rejected. Each of the Issuer,
the Joint Dealer Managers and the Tender Agent reserves the right, in
their absolute discretion, to investigate, in relation to any tender
of Notes for purchase pursuant to the Offer, whether any such
representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Issuer determines
(for any reason) that such representation is not correct, such tender
may be rejected. The five biggest listed issues of Österreichische
Volksbanken-Aktiengesellschaft in terms of issue volume are: ISIN:
XS0451759012 XS0417722393 AT000B053442 XS0275528627 AT000B061437 The
issues of Österreichische Volksbanken-Aktiengesellschaft are admitted
on the following stock exchanges: Second Regulated market of Wiener
Börse AG Official trading of Wiener Börse AG Regulated market of
Baden-Württembergische Wertpapierbörse Regulated market of the Prague
Stock Exchange Regulated market of the Luxembourg Stock Exchange Open
Market of Berlin Stock Exchange Open Market of Stuttgart Stock
Exchange Open Market of Frankfurt Stock Exchange

Further inquiry note:
Walter Gröblinger
Tel.: +43/ (0) 50 4004-0
E-Mail: walter.groeblinger@volksbank.com

end of announcement euro adhoc
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issuer: Österreichische Volksbanken-Aktiengesellschaft
Kolingasse 14-16
A-1090 Wien
phone: +43 0 50 4004-0
WWW: www.volksbank.com
sector: Banking
ISIN: AT0000755665
indexes: Standard Market Auction
stockmarkets: Regulated free trade: Wien, stock market: Prague Stock Exchange
language: English