Erste Group Bank AG €30,000,000,000 Debt Issuance
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Prospectus Erste Group Bank AG (Incorporated as a joint stock company in the Republic of Austria under registered number FN 33209 m) €30,000,000,000 Debt Issuance Programme On 3 July 1998, Erste Bank der oesterreichischen Sparkassen AG entered into a Debt Issuance Programme (the "Programme"). The Programme was subsequently amended and updated on 2 July 1999, 29 June 2000, 29 June 2001, 17 May 2002, 19 May 2003, 17 May 2004, 9 November 2005, 10 August 2006 and 10 August 2007. With effect from 9 August 2008, Erste Bank der oesterreichischen Sparkassen AG demerged its Austrian banking business into a wholly owned subsidiary and changed its name to Erste Group Bank AG (the "Issuer" or "Erste Group Bank”). With effect from the date hereof, the Programme has been updated and this Prospectus supersedes and replaces the Prospectus dated 10 August 2007. Any Notes to be issued after the date hereof under the Programme are issued subject to the provisions set out herein, save that Notes which are to be consolidated and form a single series with Notes issued prior to the date hereof will be issued subject to the Conditions of the Notes applicable on the date of issue for the first tranche of Notes of such series. Subject as aforesaid, this Prospectus does not affect any Notes issued prior to the date hereof. Under the Programme, the Issuer, subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities specified in the relevant Final Terms (as defined herein) as either domestic notes issued in the German or English language under Austrian law ("Domestic Notes") or international notes issued in the English language under either English or Austrian law ("International Notes", and together with Domestic Notes, the "Notes"). Subject to compliance with all relevant laws, regulations and directives, the Notes will have a minimum maturity of one month and no maximum maturity. The aggregate principal amount of Notes outstanding (i.e. Notes not redeemed) will not at any time exceed €30,000,000,000 (or the equivalent in other currencies). This Prospectus has been approved by the Austrian Finanzmarktaufsichtbehörde (the "FMA") in its capacity as competent authority under the Austrian Capital Markets Act 1991 (Kapitalmarktgesetz) ("Austrian Capital Markets Act"). The accuracy of the information contained in this Prospectus does not fall within the scope of examination by the FMA under Austrian law and Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 (the "Prospectus Directive"), as amended. Application has been made for the Programme to be admitted to the "Amtlicher Handel" (Official Market) and the "Geregelter Freiverkehr" (Second Regulated Market) (together, the "Markets") of the Wiener Börse AG (the "Vienna Stock Exchange"). References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Markets, each of which is a regulated market for the purposes of the Directive 2004/39/EC on markets in financial instruments ("MiFID"). Unlisted Notes may be issued pursuant to this Programme. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading on the Markets (or any other market and/or stock exchange). The Issuer has requested the FMA to provide competent authorities in other host Member States within the European Economic Area including Germany, Luxembourg, the Czech Republic, Hungary, Poland, the Slovak Republic, Romania, Slovenia, Italy and Malta with a certificate of approval attesting that this Prospectus has been drawn up in accordance with Article 5.4 of the Prospectus Directive and relevant implementing legislation in the Republic of Austria. Each Series (as defined herein) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (a "temporary Global Note") or a permanent global note in bearer form (a "permanent Global Note" and each of the temporary Global Note and permanent Global Note, a "Global Note"). Notes in registered form will be represented by a global registered certificate (the "Global Certificate") or by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholder’s entire holding of registered Notes of one Series. If the Global Notes are stated in the applicable Final Terms to be issued in new global note ("New Global Note" or "NGN") form they may be intended to be eligible collateral for Eurosystem monetary policy and will be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Global Notes which are not issued in NGN form ("Classic Global Notes" or "CGNs") and Global Certificates will be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary"). Global Notes and Global Certificates representing Domestic Notes may be deposited on the issue date with Oesterreichische Kontrollbank Aktiengesellschaft ("OeKB") or with a depositary on behalf of OeKB or with or on behalf of the Issuer. The provisions governing the exchange of interests in Global Notes or Global Certificates for other Global Notes and definitive Notes and Certificates, respectively, are described in "Summary of Provisions Relating to the Notes while in Global Form". Tranches of Notes (as defined in "Overview of the Programme") may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. This Prospectus does not describe all of the risks of an investment in the Notes, but the Issuer believes that all material risks relating to an investment in the Notes have been described. Arranger and Dealer for Domestic Notes Arranger for International Notes Erste Group Bank AG JPMorgan Dealers for International Notes BNP PARIBAS Deutsche Bank DZ BANK AG Erste Group Bank AG JPMorgan UBS Investment Bank 12 August 2008 This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and relevant implementing legislation in Austria, in particular in respect of Section 1 paragraph 1 No 10 and 11 of the Austrian Capital Markets Act and for the purpose of giving information with regard to the Issuer and its subsidiaries and affiliates taken as a whole (the "Erste Group") and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer accepts responsibility for the information contained in this Prospectus. Having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of the knowledge of the Issuer, in accordance with the facts and contains no omission likely to affect its import. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below). Such documents shall be deemed to be incorporated in, and form part of this Prospectus, save that any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or any of the Dealers (as defined in "Subscription and Sale") or either of J.P. Morgan Securities Ltd. (the "International Arranger") or Erste Group Bank AG (in its capacity as the arranger of issues of Domestic Notes only, the "Domestic Arranger" and together with the International Arranger, the "Arrangers"). Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Erste Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Erste Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. Any material new circumstances or any material incorrectness or inaccuracy as to the statements contained in this Prospectus that could influence the assessment of the Notes issued under the Programme and that occur or are determined between the approval of the Prospectus by the FMA and the final end of the public offer, or if earlier, the admission to trading on a regulated market of Notes under the Programme will be included and published in a supplement to this Prospectus in accordance with Sec 6 of the Austrian Capital Market Act (Kapitalmarktgesetz).