EUR 10,000,000,000 Debt Issuance Programme (The "Programme")
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BASE PROSPECTUS 18 March 2019 This document constitutes two base prospectuses for the purpose of Article 5 (4) of the Directive 2003/71/EC, as amended (the "Prospectus Directive"), (i) the base prospectus of BAWAG Group AG in respect of non-equity securities within the meaning of Article 22 (6) no.(4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended, ("Non-Equity Securities") and (ii) the base prospectus of BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft in respect of Non-Equity Securities (together, the "Debt Issuance Programme Prospectus" or the "Base Prospectus"). BAWAG Group AG BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft Vienna, Republic of Austria Vienna, Republic of Austria – Issuer – – Issuer – EUR 10,000,000,000 Debt Issuance Programme (the "Programme") Application has been made to list notes to be issued under the EUR 10,000,000,000 Debt Issuance Programme (the "Notes") on the official list of the Luxembourg Stock Exchange (Bourse de Luxembourg) (the "Official List") and to trade Notes on the regulated market of the Luxembourg Stock Exchange which is a regulated market within the meaning of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (as amended, "MiFID II") and appears on the list of regulated markets issued by the European Commission (the "Regulated Market"). Notes issued issued under the EUR 10,000,000,000 Debt Issuance Programme may also be listed on the Official Market ("Amtlicher Handel") and the Third Market ("Dritter Markt") of the Vienna Stock Exchange. BAWAG Group AG ("BAWAG") and BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft ("BAWAG P.S.K.") (each an "Issuer" and together, the "Issuers") have each requested the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of Luxembourg ("Luxembourg") in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities (Loi du 10 juillet 2005 relative aux prospectus pour valeurs mobilières), as amended (the "Luxembourg Prospectus Law"), which implements Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 as amended (the "Prospectus Directive"), to provide the competent authorities in the Republic of Austria ("Austria") and the Federal Republic of Germany ("Germany") with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Luxembourg Prospectus Law (each a "Notification"). Each Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification. 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). Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Base Prospectus. This document does not constitute an offer to sell, or the solicitation of an offer to buy Notes in any jurisdiction where such offer or solicitation is unlawful. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and are being sold pursuant to an exemption from the registration requirements of the Securities Act. Subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). This Base Prospectus was approved by the CSSF, was filed with the CSSF and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu) and will be available free of charge at the specified offices of the Issuers. This Base Prospectus is valid for a period of 12 months after its approval. The CSSF assumes no responsibility as to the economic and financial soundness of the transaction or the quality or solvency of the Issuers pursuant to Article 7 (7) of the Luxembourg Prospectus Law. Arranger: Citigroup Dealers BAWAG P.S.K. Citigroup The date of this Base Prospectus is 18 March 2019. RESPONSIBILITY STATEMENT BAWAG with its registered office in Vienna, Austria, and BAWAG P.S.K. with its registered office in Vienna, Austria, accept responsibility for the information given in this Base Prospectus and for the information which will be contained in the Final Terms (as defined herein). Each Issuer declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Base Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. NOTICE This Base Prospectus should be read and understood in conjunction with any supplement thereto and with any other document incorporated herein by reference. Full information on each Issuer and any tranche of notes (the "Tranche" or "Tranche of Notes") is only available on the basis of the combination of the Base Prospectus and the relevant final terms (the "Final Terms"). For the avoidance of doubt, the content of websites this Base Prospectus refers to in hyperlinks does not form part of the Base Prospectus. BAWAG (together with its consolidated subsidiaries, including BAWAG P.S.K., the "BAWAG Group") and BAWAG P.S.K. (together with its consolidated subsidiaries the "BAWAG P.S.K. Group") have each confirmed to Citigroup Global Markets Limited (the "Arranger") as well as to BAWAG P.S.K., Citigroup Global Markets Limited and Citigroup Global Markets Europe AG (together the "Dealers") that this Base Prospectus contains all information with regard to the Issuers and the Notes which is material in the context of the Programme and the issue and offering of Notes thereunder; that the information contained in this Base Prospectus is accurate and complete in all material respects and is not misleading; that any opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts the omission of which would make any statement, whether fact or opinion, in this Base Prospectus misleading in any material respect; and that all reasonable enquiries have been made to ascertain all facts and to verify the accuracy of all statements contained herein. No person is or has been authorized to give any information or to make any representation, which is not contained in, or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any other information or representation supplied in connection with the Programme and, if given or made, such information must not be relied upon as having been authorized by the Issuer or any of the Dealers. This Base Prospectus is valid for twelve months following its date of approval and it and any supplement hereto as well as any Final Terms reflect the status as of their respective dates of publication. The offering, sale or delivery of any Notes may not be taken as an implication that the information contained in such documents is accurate and complete subsequent to their respective dates of publication or that there has been no adverse change in the financial condition of the Issuer since such date or that any other information supplied in connection with the Programme is accurate at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. To the extent permitted by the laws of any relevant jurisdiction neither the Arranger nor any Dealer nor any other person mentioned in this Base Prospectus, excluding the Issuers, is responsible for the information contained in this Base Prospectus or any supplement hereof, or any Final Terms or any other document incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and completeness of the information contained in any of these documents. Neither this Base Prospectus nor any Final Terms constitute an offer or invitation by or on behalf of the Issuers or the Dealers to any person to subscribe for or to purchase any Notes. The language of this Base Prospectus is English. With the exception of the original German language Consolidated Annual Statements of BAWAG P.S.K. Group for 2018 and 2017 as incorporated by reference into this Base Prospectus, any part of this Base Prospectus in the German language constitutes a translation. The parts of the Consolidated Annual Financial Statements of BAWAG Group for 2018 and 2017 incorporated by reference into this Base Prospectus are non-binding English language convenience translations, whereby only the German language version is binding. 2 In respect of the issue of any Tranche of Notes under the Programme, the German text of the Terms and Conditions may be controlling and binding if so specified in the relevant Final Terms. The Issuers accept responsibility for the information contained in this Base Prospectus, including the documents incorporated by reference. The Issuers confirm that the non-binding translation of the Terms and Conditions, either in the German or English language, correctly and adequately reflects the respective binding language version. The distribution of this Base Prospectus and any Final Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law.