EANS-Adhoc: ÖSTERREICHISCHE VOLKSBANKEN-AKTIENGESELLSCHAFT ANNOUNCES INVITATION TO MAKE OFFERS TO EXCHANGE CERTAIN SUPPLEMENTARY NOTES

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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
26.06.2013

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

ÖSTERREICHISCHE VOLKSBANKEN-AKTIENGESELLSCHAFT (the "Issuer") invites
the holders (the "Holders") of the following notes (the "Existing
Notes")

4% bis 7% OEVAG ERG.KAP.ANL.04/14 (ISIN: AT0000438569)
10J.FRN Ergänzungskapitalanleihe 05-15 (ISIN: AT0000439708)
4,17% Ergänzungskapitalanleihe 05-15 (ISIN: AT0000439716)
Callable 13J.FRN Ergänzungskapitalanleihe 2005-2018 (ISIN: AT0000439732)
Kündbare 4,35% Ergänzungskapital 2005-2018 (ISIN: AT0000440029)
5,45% ÖVAG-Kündbare Ergänzungskapitalanleihe 2004-2019 (ISIN: AT0000438767)
Callable FRN Ergänzungskapitalanleihe 2006-2019 (ISIN: AT000B052840)
Step up to 8% Ergänzungskapital-Anleihe 2005-2020 (ISIN: AT0000439765)
5,5% / 6,375% OEVAG kündbare ERG.KAP.ANL. 04/24 (ISIN: AT0000438551)
5,65% / 6,375% OEVAG KB.ERG.KAP.AN.04/24 (ISIN: AT0000438577)
Kündbare 4,81% Ergänzungskapitalanleihe 05-2025 (ISIN: AT0000439724)
Kündbare 4,90% Ergänzungskapitalanleihe 2005-2025 (ISIN: AT0000439807)

to make offers to exchange (the "Offer") the Existing Notes into the following
newly issued notes (the "New Notes"):

Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2018
(ISIN: AT000B115902)
Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2019
(ISIN: AT000B115910)
Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2020
(ISIN: AT000B115928)
Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2024
(ISIN: AT000B115936)
Nachrangige FRN Schuldverschreibungen Volksbank AG 2013 - 2025
(ISIN: AT000B115944)

The conditions of the Offer are set out on the tender offer memorandum dated 26

June 2013 (the "Tender Offer Memorandum"). Terms used herein shall
have the same meaning as in the Tender Offer Memorandum.

Reasons for the Offer

The reason for the Offer is the optimisation of the own funds
structure of the Issuer and the achievement of a capital effect for
the Issuer's group.

The Offer shall give the Holders the opportunity to exchange their
investment in notes that previously have qualified as supplementary
capital pursuant to § 23 sec 7 Austrian Banking Act into new notes
which in future will constitute items of supplementary capital
pursuant to Art 60 of the regulation of the European Parliament and
of the Council on prudential requirements for credit institutions and
investment firms (Capital Requirements Regulation) published as a
draft version on 16 April 2013 by the European Parliament and which
are subject to the conditions and limitations set out therein, and
thereby to continue their investment in the Issuer.

Subject and Content of the Offer

Pursuant to the terms and conditions and in accordance with the
provisions of the Tender Offer Memorandum the Issuer invites all
Holders to offer all their Existing Notes in accordance with the
terms of the Tender Offer Memorandum for exchange into the New Notes
listed below.

Each issue of Existing Notes may exclusively be exchanged into the
issue of New Notes listed below.

The Issuer shall not be obliged to accept any exchange offers.

Interim interest payments (Stückzinsen)on Existing Notes that are
exchanged will not be made.

Existing Notes may only be offered in the Offer in their principal
amounts or integral multiples thereof. To the extent that the
application of the exchange rate to the Existing Notes would result
in a fraction of New Notes to be delivered, such number shall be
rounded to the next lower integral number of New Notes, and the
amount of Existing Notes corresponding to the fraction shall be
disregarded for purposes of the Offer. Each offer notice shall set
out the total principal amount of the offered Existing Notes.

Holders whose offer is accepted shall be entitled to participate in
the exchange as follows: ___________________________________________
___________________________________ | Existing Notes |
New Notes | Exchange Rate (%) | |______________________
___|_________________________|__________________________|

|4% bis 7% OEVAG |Nachrangige FRN | 49.97|
|ERG.KAP.ANL.04/14 |Schuldverschreibungen | |
| |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|10J.FRN |Nachrangige FRN | 35.83|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|05.15 |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|4,17% |Nachrangige FRN | 38.13|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|05-15 |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|Callable 13J.FRN |Nachrangige FRN | 31.38|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|2005-2018 |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|Kündbare 4,35% |Nachrangige FRN | 37.28|
|Ergänzungskapital 2005- |Schuldverschreibungen | |
|2018 |Volksbank AG 2013 - 2018 | |
|_________________________|_________________________|__________________________|
|5,45% ÖVAG-Kündbare |Nachrangige FRN | 48.35|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|2004-2019 |Volksbank AG 2013 - 2019 | |
|_________________________|_________________________|__________________________|
|Callable FRN |Nachrangige FRN | 23.80|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|2006-2019 |Volksbank AG 2013 - 2019 | |
|_________________________|_________________________|__________________________|
|Step up to 8% |Nachrangige FRN | 43.64|
|Ergänzungskapital-Anleihe|Schuldverschreibungen | |
|2005-2020 |Volksbank AG 2013 - | |
| |2020 | |
|_________________________|_________________________|__________________________|
|5,5% / 6,375% OEVAG |Nachrangige FRN | 55.11|
|kündbare ERG.KAP.ANL. 04/|Schuldverschreibungen | |
|24 |Volksbank AG 2013 - | |
| |2024 | |
|_________________________|_________________________|__________________________|
|5,65% / 6,375% OEVAG |Nachrangige FRN | 54.77|
|KB.ERG.KAP.AN.04/24 |Schuldverschreibungen | |
| |Volksbank AG 2013 - 2024 | |
| | | |
|_________________________|_________________________|__________________________|
|Kündbare 4,81% |Nachrangige FRN | 42.04|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|05-2025 |Volksbank AG 2013 - 2025 | |
|_________________________|_________________________|__________________________|
|Kündbare 4,90% |Nachrangige FRN | 42.22|
|Ergänzungskapitalanleihe |Schuldverschreibungen | |
|2005-2025 |Volksbank AG 2013 - 2025 | |

|_________________________|_________________________|________________
__________|

The exchange rate for each Note is calculated as the sum of the net
present value of the future redemption amount as of the final
redemption date after deduction of net losses which have accrued
during the term of the Existing Notes (§ 23 sec 7 Austrian Banking
Act), plus a voluntary premium of up to 5 percentage points.

Notice is made to the risk factors presented in the Tender Offer
Memorandum.

The New Notes

The New Notes will be offered pursuant to a base prospectus that was
approved by the FMA and published (the "Prospectus") concerning the
"EUR 10.000.000.000 Programm zur Begebung von Schuldverschreibungen
vom 29.05.2013 der Österreichischen Volksbanken-Aktiengesellschaft".
The Prospectus is available for download on the website of the Issuer
(www.volksbank.com) and may be collected free of charge as paper
version at the business address of the Issuer, Kolingasse 14-16, 1090
Vienna, Austria, at usual business hours.

The terms and conditions of the New Notes which set out the rights
and obligations of the Issuer and the Holders are available on the
website of the Issuer under www.volksbank.com/anleihen.

The Holders should read the terms and conditions carefully and should
make a decision as whether to participate in the Offer or not only
after they have consulted their financial, tax and legal advisors.
Explicit notice is made to the risk factors and other information
contained in the Prospectus.

Participation in the Offer

The Issuer will only accept offers in the context of the Offer (if
the Issuer decides to accept such offers in its free discretion) that
have been made through the submission of valid offer notices.

In order to offer Notes in the context of the Offer, a Holder shall
submit via the clearing system and in accordance with the
requirements of the clearing system a valid offer notice or shall
procure that it will be submitted in the Holder's name, which offer
notice needs to be received by the Tender Agent prior to the end of
the offer.

Holders are advised to check with their bank, securities broker or
other intermediary through which they hold Notes, whether such bank,
securities broker or intermediary accepts instructions to participate
in the Offer or (in the limited circumstances in which a revocation
of the offer is permitted) to revoke instructions to participate in
the Offer and, if yes, until when such instructions need to be made
in order for them to be forwarded to the Tender Agent in time. The
deadlines set by the clearing system for the making (and revocation)
of offer notices may be earlier than the deadlines set out in the
Tender Offer Memorandum.

Indicative Time Table

Date Event
26 June 2013 Announcement of the Offer
28 June 2013 Start of the Offer
The Tender Offer Memorandum is made available via the
Tender Agent and on the website of the Issuer (in
accordance with the restrictions set out in section
"Angebots- und Verbreitungsbeschränkungen" of the
Tender Offer Memorandum).
18 July 2013 17.00 (CET) End of the Offer
Last date on which the offer notices need to be
received by the Tender Agent.
23 July 2013 Publication of the acceptance and results of the Offer
26 July 2013 Settlement Date

Further Information

A comprehensive description of the terms and conditions of the Offer
may be found in the Tender Offer Memorandum. Questions in connection
with the Offer shall be directed to the Tender Agent and the Issuer:

ISSUER
Österreichische Volksbanken-Aktiengesellschaft
Kolingasse 14-16
1090 Vienna
Austria
http://www.volksbank.com/investor_relations
investorrelations@volksbank.com

Information requests in relation to the offer procedure and the participation in
the Offer shall be directed to the Tender Agent:

TENDER AGENT
Österreichische Volksbanken-Aktiengesellschaft
Kolingasse 14-16
1090 Vienna
Austria
Mr Gerald Hopfinger
gerald.hopfinger@volksbank.com
Tel.: +43 (0)50 4004 - 3229

A copy of the Tender Offer Memorandum shall be available for
authorised persons upon request from the Tender Agent.

Neither the Issuer, the Tender Agent nor any of their respective
directors, employees or affiliates makes any representation or
recommendation whatsoever regarding the Offer, or any recommendation
as to whether Holders should tender Notes in the Offer. This
announcement must be read in conjunction with the Tender Offer
Memorandum. No invitation to acquire or exchange any Notes or to make
such an offer is being made pursuant to this announcement. Any such
invitation is only being made in the Tender Offer Memorandum, and any
such acquisition, exchange or acceptance of exchange offers shall be
made solely on the basis of information contained in the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any
decision is made with respect to the Offer. If a Holder is in any
doubt as to the action it should take, it is recommended to seek its
own advice, from its bank or asset manager, legal counsel, tax
advisor or other independent adviser.

Selling Restrictions

This notice does not constitute an offer to exchange or buy or a
solicitation of an offer to exchange or sell any Notes (and tenders
of Notes in the Offer will not be accepted from Holders) in any
jurisdiction or circumstances in which such offer or solicitation is
unlawful.

The distribution of this notice may in certain jurisdictions be
restricted by law or regulation. Persons into whose possession this
notice comes are required by the Issuer and the Tender Agent to
inform them about, and to observe, any such restrictions.

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 notice 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 notice 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.

Italy

None of the Offer, the Tender Offer Memorandum or any other documents
or materials relating to the Offer has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e
la Borsa ("CONSOB"). No invitation to make an Offer is made in Italy.
To the extent Offers are received in Italy, the Offer is being
carried out in the Republic of Italy ("Italy") as an exempted offer
pursuant to articles 100 and 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 34-ter, paragraph 1 letter a)
and 35-bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May
1999, as amended ("CONSOB Regulation").

Holders can in such case 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. The Tender Offer 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 the Tender Offer 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 Tender Offer
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, the Tender Offer
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 the Tender Offer 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 of the French Code Monétaire et
Financier, are eligible to participate in the Offer. The Tender Offer
Memorandum and all other materials in connection with the Offer have
not been and may not be distributed publicly in France. The Tender
Offer 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 Holder
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 Tender Offer Memorandum. Any
offer of Notes from a Holder that is unable to make these
representations will be rejected. Each of the Issuer, and the Tender
Agent reserves the right, in their absolute discretion, to
investigate, in relation to any offer of Notes whether any such
representation given by a Holder 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 offer
may be rejected.

The five biggest listed issues of Österreichische
Volksbanken-Aktiengesellschaft in terms of issue volume:

ISIN:
AT000B053442
AT000B115704
AT000B056544
AT000B058011
AT000B057492

The issues of Österreichische Volksbanken-Aktiengesellschaft are
admitted on the following stock exchanges:

Regulated unofficial market of Wiener Börse AG
Official trading of Wiener Börse AG
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