EANS-Adhoc: Kommunalkredit Austria AG / Partial sale of Kommunalkredit: FIMBAG signs share purchase agreement with a buyer consortium

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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
13.03.2015

Kommunalkredit Austria AG (KA), referring to the ad-hoc announcement
dated 11 August 2014 and based on information just received from
Finanzmarktbeteiligung Aktiengesellschaft des Bundes (FIMBAG),
notifies the following: In the process aimed at the partial sale of
KA announced in the ad-hoc disclosure dated 11 August 2014, a
significant interim step has been achieved as of today. FIMBAG, which
holds 99.78% of the shares of KA in trust for the Republic of
Austria, has signed a share purchase agreement with a buyer
consortium, consisting of the English Interritus Limited, initiated
by Dr. Patrick Bettscheider, and the Irish Trinity Investments
Limited, managed by the London-based asset manager Attestor Capital
LLP, (Consortium), providing, inter alia, for the following:

- The entire business operations of KA, including all its
subsidiaries, will be transferred to a newly incorporated company (KA
New) by way of a proportionate demerger according to §1.2.2 First
Scenario of the Austrian Demerger Act (Spaltungsgesetz). This
includes loans and securities of the existing company in the amount
of approximately EUR 3.5 billion out of total assets according to the
Austrian Commercial Code of approximately EUR 4.3 billion.

- The part of KA remaining after this restructuring step (KA
Residual) with total assets of approximately EUR 7 billion will be
merged into KA Finanz AG (KF).

- The effectiveness of the share purchase agreement and the execution
of the demerger are subject to a number of pre-conditions and
approvals to be granted by the competent bodies of KA, i.e. the
Supervisory Board and the Annual General Meeting, as well as the
competent bank supervisory authorities, the European Commission and
other authorities. The transaction, through which the Consortium will
take over the 99.78% share in KA New held by FIMBAG, is intended to
be closed by the end of the second quarter.

The partial sale of KA and the sale of the shares held by FIMBAG in
KA New are in compliance with the Amendment Decision of the European
Commission of 19 July 2013, on the basis of which a sale is permitted
up to 50% of the total assets according to the Austrian Commercial
Code reported as of that date, and the public tender published by
FIMBAG on 14 August 2014.

Within the framework of the demerger of KA for new incorporation,
certain liabilities arising from securities issued by KA and admitted
to trading on a regulated market are to be transferred to KA New
and/or to KF within the framework of the merger of KA Residual with
KF. The securities assigned to KA New and KF, which are admitted to
trading on a regulated market, are specified in Section 1.1 (KA New)
and Section 1.2 (KF).

Within the framework of the demerger of KA for new incorporation, the
rights of holders of special rights, as defined in §15.5 of the
Austrian Demerger Act, shall be adequately compensated at their
respective economic value. The special rights, which are admitted for
trading on a regulated market, are specified in Section 2.

Section 1.1: Securities admitted for trading on a regulated market
which, in the event of execution of the demerger, will be assigned to
KA New

XS0104786263; XS0163624504; XS0186736228; XS0187975262; XS0205974701;
XS0210167218; XS0213230047; XS0214564972; XS0214981812; XS0215839019;
XS0215865287; XS0218474533; XS0218834843; XS0219327524; XS0241451581;
XS0252593198; XS0252786669; XS0253410236; XS0267998481; XS0270872640;
XS0271821513; XS0299062389; XS0302365134; XS0340901908; CH0020669583;
CH0022280058; CH0024015452; CH0025662831

Section 1.2: Securities admitted for trading on a regulated market
which, in the event of execution of the demerger, will be assigned to
KF

AT0000329859; XS0180539420; XS0235597068; XS0236776877; XS0255439803;
XS0261832942; XS0592235187; XS0973424152; XS1003354252; XS1015492595;
XS1016032457; XS1017111029; XS1020014608; XS1033673440; XS1040273267;
XS1045121784; XS1045221063; XS1046170699; XS1072804484

Section 2: Holders of special rights, as defined in §15.5 of the
Demerger Act, whose rights will be adequately compensated in the
event of execution of the demerger

XS0252707624; XS0285503248; XS0493857576; XS0495988072; XS0495993668

ISIN:
AT0000329859; XS0104786263; XS0163624504; XS0180539420; XS0186736228;
XS0187975262; XS0205974701; XS0210167218; XS0213230047; XS0214564972;
XS0214981812; XS0215839019; XS0215865287; XS0218474533; XS0218834843;
XS0219327524; XS0235597068; XS0236776877; XS0241451581; XS0252593198;
XS0252707624; XS0252786669; XS0253410236; XS0255439803; XS0261832942;
XS0267998481; XS0270872640; XS0271821513; XS0285503248; XS0299062389;
XS0302365134; XS0340901908; XS0495988072; XS0592235187; XS0973424152;
XS1003354252; XS1015492595; XS1016032457; XS1017111029; XS1020014608;
XS1033673440; XS1040273267; XS1045121784; XS1045221063; XS1046170699;
XS1072804484; CH0020669583; CH0022280058; CH0024015452; CH0025662831;

Stock exchanges:
Vienna, Luxembourg, Zurich

For enquiries please contact:
Kommunalkredit Austria AG
Investor Relations
Dinah Reiss
1092 Wien/Vienna, Türkenstraße/Tuerkenstrasse 9
Tel./Phone: +43/1/31 6 31-678
Fax: +43/1/31 6 31-505 oder/or 99678
Mail: d.reiss@kommunalkredit.at
WWW: www.kommunalkredit.at

Issuer: Kommunalkredit Austria AG
Tuerkenstrasse 9
A-1092 Vienna
Phone: +43/1/31 6 31
Fax: +43/1/31 6 31-105
Email: kommunal@kommunalkredit.at
WWW: www.kommunalkredit.at

Sector: banks
ISIN: -
Indices:
Stock exchanges: Vienna Stock Exchange
Language: English

Further inquiry note:
Kommunalkredit Austria AG
Treasury - Investor Relations
Dinah Reiss
1092 Wien/Vienna, Türkenstraße/Tuerkenstrasse 9
Tel./Phone: +43/1/31 6 31-678
Fax: +43/1/31 6 31-505 oder/or 99678
Mail: d.reiss@kommunalkredit.at

end of announcement euro adhoc
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issuer: Kommunalkredit Austria AG
Türkenstraße 9
A-1092 Wien
phone: +43 1 31 6 31
FAX: +43 1 31 6 31 105
mail: kommunal@kommunalkredit.at
WWW: www.kommunalkredit.at
sector: Banking
ISIN: -
indexes:
stockmarkets: stock market: Wien
language: English