TENDER INSTRUCTION
for Instruments other than Notes
relating to
Offers pursuant to § 2a FinStaG by
Kärntner Ausgleichszahlungs-Fonds
(established in Austria pursuant to § 2 K-AFG and registered under FN 456819v with the Austrian
Companies Register of the Regional Court of Klagenfurt)
(the "Offeror")
to the holders of the instruments of HETA ASSET RESOLUTION AG (the "Obligor")
described in Annex A of the Offering Memorandum (as defined below)
(each a "Class A Instrument" and together the "Class A Instruments")
to (i) purchase their Class A Instruments for cash (the "Class A Cash Offer") or (ii) exchange their Class
A Instruments for secured zero coupon bonds to be issued by the Offeror and fully and unconditionally
guaranteed by the Republic of Austria (the "Zero Coupon Bonds"), as set forth in Annex D of the
Offering Memorandum (the "Class A Exchange Offer" and together with the Class A Cash Offer the
"Class A Offer")
and
to the holders of the instruments of the Obligor
described in Annex B of the Offering Memorandum (as defined below)
(each a "Class B Instrument" and together the "Class B Instruments" and,
together with the Class A Instruments, the "Instruments" and each an "Instrument")
to (i) purchase their Class B Instruments for cash (the "Class B Cash Offer" and together with the Class
A Cash Offer the "Cash Offer") or (ii) exchange their Class B Instruments for the Zero Coupon Bonds or
long-term zero coupon assignable loans (Schuldscheindarlehen) of the Republic of Austria (the "Zero
Coupon Assignable Loans" and together with the Zero Coupon Bonds the "New Debt Instruments"),
as set forth in Annex E of the Offering Memorandum
(the "Class B Exchange Offer" and together with the Class B Cash Offer the "Class B Offer"; the Class
B Exchange Offer is together with the Class A Exchange Offer referred to as the "Exchange Offer"; the
Class B Offer is together with the Class A Offer referred to as the "Offers")
as described in the Offering Memorandum dated 6 September 2016 (the "Offering Memorandum").
Defined terms used herein shall have the same meanings as set out in the Offering Memorandum unless
the context otherwise requires.
This Tender Instruction is for1
□
Schuldscheine
□
Registered Notes
□
Pfandbriefbank Claims
The Offers commence on 6 September 2016 and will expire at 17.00 hours CET on 7 October 2016 (the
"Offer Expiration Deadline").
HOLDERS SHOULD BE AWARE THAT TENDER INSTRUCTIONS AND, FOR SCHULDSCHEINE,
REGISTERED NOTES OR PFANDBRIEFBANK CLAIMS, AND COPIES OF THE ORIGINAL
1
Check the applicable box.
1
DOCUMENTS RELATING TO SCHULDSCHEINE, REGISTERED NOTES AND PFANDBRIEFBANK
CLAIMS, AS THE CASE MAY BE, MUST BE RECEIVED BY THE TENDER AGENT BY 17.00 CET ON
5 OCTOBER 2016 (THE "TENDER INSTRUCTION DELIVERY DEADLINE") TO ENSURE THAT THE
TENDER INSTRUCTIONS ARE PROCESSED BY THE TENDER AGENT AND ACCEPTED IN THE
OFFERS. THE TENDER AGENT CANNOT GUARANTEE THAT TENDER INSTRUCTIONS
RECEIVED AFTER THE TENDER INSTRUCTION DELIVERY DEADLINE WILL BE ACCEPTED IN
THE OFFERS.
HOLDERS SHOULD BE FURTHER AWARE THAT CUSTODIANS, DIRECT PARTICIPANTS AND
CLEARING SYSTEMS WILL HAVE DEADLINES FOR RECEIVING INSTRUCTIONS PRIOR TO THE
OFFER EXPIRATION DEADLINE AND HOLDERS SHOULD CONTACT THE INTERMEDIARY
THROUGH WHICH THEY HOLD THEIR INSTRUMENTS AS SOON AS POSSIBLE TO ENSURE
PROPER AND TIMELY DELIVERY OF INSTRUCTIONS.
HOLDERS ARE ENTITLED TO REVOKE OR MODIFY THEIR TENDER INSTRUCTIONS AT ANY
TIME BEFORE THE OFFER EXPIRATION DEADLINE AS SET OUT IN "TERMS AND CONDITIONS
OF THE OFFERS – REVOCATION RIGHTS AND RIGHTS TO MODIFY TENDER INSTRUCTIONS",
PROVIDED THAT REVOCATION OR MODIFICATION INSTRUCTIONS MUST BE RECEIVED BY THE
TENDER AGENT PRIOR TO THE TENDER INSTRUCTION DELIVERY DEADLINE (SUBJECT TO
THE EARLIER DEADLINES REQUIRED BY ANY INTERMEDIARY AND ANY CLEARING SYSTEM
THROUGH WHICH HOLDERS HOLD THEIR INSTRUMENTS).
In relation to Schuldscheine the following applies: Only Holders either named in the relevant
Schuldschein as a holder of the Schuldschein or, if the Holder of the claims and receivables under the
relevant Schuldschein is not the initial lender of the respective assignable loan, upon delivery of (a) the
(chain of) assignment declaration(s) or (b) in case of any corporate restructurings or changes of
corporate names, a copy of the relevant commercial register excerpt, in each case evidencing that the
Holder is the creditor of such claims and receivables under the relevant Schuldschein, may submit
Tender Instructions. Each Holder whose name is not registered in the relevant Schuldschein or who
cannot provide the required evidence that it is the creditor of the claims and receivables under the
relevant Schuldschein tendered to the Offeror must arrange for the holder of such claims and
receivables under the relevant Schuldschein shown in the records of the Obligor through which it holds
the relevant claims and receivables under the relevant Schuldschein to submit a Tender Instruction on its
behalf to the Tender Agent by the Tender Instruction Delivery Deadline. THIS HOLDER SHOULD
COMPLETE THE FORM ON BEHALF OF ANY AND ALL UNDERLYING/BENEFICIAL HOLDERS.
In relation to Registered Notes the following applies: Only Holders whose name is shown in a copy
of the global note (Wertpapierurkunde) as a holder of the Registered Notes may submit Tender
Instructions. Each Holder whose name is not registered in the relevant global note (Wertpapierurkunde)
or who cannot provide (a) the (chain of) assignment declaration(s) or (b) in case of any corporate
restructurings or changes of corporate names, a copy of the relevant commercial register excerpt, in
each case evidencing that the Holder is the creditor of the claims and receivables under the relevant
Registered Note tendered to the Offeror must arrange for the registered Holder through which it holds
the relevant Registered Notes to submit a Tender Instruction on its behalf to the Tender Agent by the
Tender Instruction Delivery Deadline. THIS HOLDER SHOULD COMPLETE THE FORM ON BEHALF
OF ANY AND ALL UNDERLYING/BENEFICIAL HOLDERS.
In relation to Pfandbriefbank Claims the following applies: Only Holders whose name is shown in a
copy of the original document relating to the Pfandbriefbank Claim may submit Tender Instructions. This
includes any certificate evidencing that the Holder of the respective Pfandbriefbank Claim is the creditor
of the claims and receivables under the respective Pfandbriefbank Claim tendered for purchase and/or
exchange by the Offeror, such certificate, in case of Pfandbriefbank, being a valid confirmation of
Pfandbriefbank to this effect and in case Pfandbriefbank has assigned the respective Pfandbriefbank
2
Claim, a confirmation of Pfandbriefbank and the Holder of the Pfandbriefbank Claim evidencing such
(chain of) assignment(s) and that the Holder is the creditor of the claims and receivables under the
respective Pfandbriefbank Claim tendered to the Offeror under the Tender Instruction. Each Holder
whose name is not registered in the relevant copy of the original document or who cannot provide the
(chain of) assignment declaration(s) evidencing that the Holder is the creditor of the claims and
receivables under the relevant Pfandbriefbank Claim tendered to the Offeror must arrange for the
registered Holder through which it holds the relevant Pfandbriefbank Claim to submit a Tender
Instruction on its behalf to the Tender Agent by the Tender Instruction Delivery Deadline. THIS HOLDER
SHOULD COMPLETE THE FORM ON BEHALF OF ANY AND ALL UNDERLYING/BENEFICIAL
HOLDERS.
The Tender Agent for the Offers is Citibank, N.A., London Branch.
COMPLETED TENDER INSTRUCTION AND RELATED DOCUMENTS SHOULD BE SENT TO THE
TENDER AGENT AS FOLLOWS:
(I)
Soft copy/scanned Tender Instruction, by email to:
[email protected]
Email Subject Field:
Kärntner Ausgleichszahlungs-Fonds – Exchange Offer – _________2
AND
(II)
Original Tender Instruction, together with all copies of all original documents relating to the
Series of Instrument (as set out below), by courier (at the Holder's risk) to:
CITIBANK, N.A., LONDON BRANCH
FAO: EXCHANGE TEAM
MAIL-DROP: 13-58
CITIGROUP CENTRE
CANADA SQUARE
CANARY WHARF
LONDON E14 5LB
UNITED KINGDOM,
in the case of each of (I) and (II) above, to be received by the Tender Agent by or before the Tender
Instruction Delivery Deadline.
Please Note:
You are highly recommended to submit your Tender Instruction to the Tender Agent well in
advance of the Tender Instruction Delivery Deadline. This is to allow time to address and resolve
any potential queries with your form, should they arise.
In order to properly complete this Tender Instruction, a Holder must complete ALL of the below
sections 1 to 10.
The tendering of Schuldscheine, Registered Notes or Pfandbriefbank Claims, as the case may be, in the
Offers will be deemed to have occurred upon receipt by the Tender Agent of:
(i)
a valid tender instruction in the form of this Tender Instruction; and
(ii)
(x) in case of a Schuldschein the copy/copies of the original document(s) (Schuldschein)
evidencing the Schuldschein and, if the Holder of the respective Schuldschein is not the initial
2
Please state Unique Reference referred to in section 5 below
3
lender of the respective assignable loan (a) the (chain of) assignment declaration(s) or (b) in
case of any corporate restructurings or changes of corporate names, a copy of the relevant
commercial register excerpt, in each case evidencing that the Holder is the creditor of the claims
and receivables under the respective Schuldschein tendered for purchase and/or exchange by
the Offeror, and (y) in case of a Registered Note a copy/copies of the original global note(s)
(Wertpapierurkunde) of the respective Registered Note and, if the Holder of the respective
original global note(s) (Wertpapierurkunde) is not the initial creditor shown in the respective
original global note(s) (Wertpapierurkunde), the (a) (chain of) assignment declaration(s) or (b) in
case of any corporate restructurings or changes of corporate names, a copy of the relevant
commercial register excerpt, in each case evidencing that the Holder is the creditor of the claims
and receivables under the respective the global note(s) (Wertpapierurkunde) of the respective
Registered Note, and (z) in case of a Pfandbriefbank Claim a copy/copies of the original
document(s) relating to the Pfandbriefbank Claim including any certificate evidencing that the
Holder of the respective Pfandbriefbank Claim is the creditor of the claims and receivables under
the respective Pfandbriefbank Claim tendered for purchase and/or exchange by the Offeror, such
certificate, in case of Pfandbriefbank, being a valid confirmation of Pfandbriefbank to this effect
and in case Pfandbriefbank has assigned the respective Pfandbriefbank Claim, a confirmation of
Pfandbriefbank and the Holder of the Pfandbriefbank Claim evidencing such (chain of)
assignment(s) and that the Holder is the creditor of the claims and receivables under the
respective Pfandbriefbank Claim tendered to the Offeror under the Tender Instruction;
(iii)
any relevant U.S. tax forms,
in each case, via email (and to be followed by the hard copy (which must be received by the Tender
Agent prior to the Tender Instruction Delivery Deadline to ensure the Tender Instruction will be accepted
in the Offers), the delivery of which is at the sole risk and expense of the Holder), and in accordance with
the requirements of the terms of the Schuldschein, Registered Note or Pfandbriefbank Claim, as the
case may be, and the terms and conditions of the Offers. By submitting the Tender Instruction and the
copy/copies of the original Schuldschein, original global note (Wertpapierurkunde) or original
Pfandbriefbank Claim certificate, as the case may be, the respective Holder of the relevant
Schuldschein, Registered Note or Pfandbriefbank Claim agrees that it will not transfer or assign the
relevant Schuldschein, Registered Note or Pfandbriefbank Claim to any other person so that no
transfers or assignments may be effected in relation to such Schuldschein, Registered Note or
Pfandbriefbank Claim, as the case may be.
Holders of Schuldscheine, global note(s) (Wertpapierurkunde) or Pfandbriefbank Claims, as the
case may be, should be aware that Tender Instructions in respect of Schuldscheine, Registered
Notes and Pfandbriefbank Claims, as the case may be, will be deemed to have been submitted on
the earlier of the date of receipt by the Tender Agent of the relevant Tender Instruction (and
related documents) by email or in hard copy. However, for the purposes of considering whether a
valid Tender Instruction has been made, submission of the original Tender Instruction and the
hard copies of the original document(s) (Schuldschein, original global note(s)
(Wertpapierurkunde) of the respective Registered Notes or original document(s) evidencing the
respective Pfandbriefbank Claims, as the case may be), must also be received by the Tender
Agent by the Tender Instruction Delivery Deadline, and Holders must therefore make such
arrangements in advance as may be necessary to ensure that such documents are duly received
by the required time.
Holders of Schuldscheine, Registered Notes and Pfandbriefbank Claims who intend to
participate in the Exchange Offer should be aware that they must hold a Euroclear / Clearstream,
Luxembourg securities account in order to be able to participate in the Exchange Offer and
receive Zero Coupon Bonds. Settlement of the Exchange Offer in respect of Zero Coupon Bonds
4
will occur by delivery on the Settlement Date by the Tender Agent of the relevant Deliverable New
Debt Instrument Principal to such Euroclear / Clearstream, Luxembourg securities account.
5
1.
Description of the Series of Instrument being tendered
Designation of the Series of
Instrument (as shown on the
relevant Schuldschein, global
note (Wertpapierurkunde) or
Pfandbriefbank Claim
certificate)
Annex A or Annex B reference
of Schuldschein, Registered
Note or Pfandbriefbank Claim
and Series of Instrument
number(s)3
(Aggregate) Specified
Denomination being tendered4
The Offers are being made on the terms and subject to the conditions contained in the Offering
Memorandum, including, without limitation, in the section headed "Terms and Conditions of the
Offers", which includes inter alia a description of the Transaction Conditions.
By delivering this Tender Instruction the Holder
(i)
accepts the Offeror's offer to, as indicated below at 2., (a) purchase for cash (Kaufangebot)
the Tendered Instrument specified above at the relevant Aggregate Purchase Price for the
Cash Offer or (b) exchange the Tendered Instrument specified above at the relevant
Exchange Ratio into the relevant New Debt Instruments, and by doing so the contract for
the sale and purchase, and/or exchange, of the Tendered Instrument will be concluded,
subject only to the exercise by the Holder of its revocation rights before the Offer
Expiration Deadline (provided that revocation or modification instructions must be received
by the Tender Agent prior to the Tender Instruction Delivery Deadline to ensure that such
instructions are processed by the Tender Agent) and subject further to the condition
precedent of the Transaction Conditions being satisfied; and
(ii)
agrees to assign and transfer to the Offeror, on the Settlement Date, all claims and
receivables of the Holder under the Tendered Instrument and authorizes the Offeror to
notify the Obligor of the assignment on its behalf. In case of a Schuldschein: If and to the
extent the relevant Schuldschein provides for specific requirements as to content of an
assignment, such content shall be deemed to be included in this Tender Instruction.
Please note that all settlement calculations will be based on the detail(s) provided in this
breakdown table. Any roundings will be calculated at this level.
2.
Election of the type of Offer
Please elect the type of Offer you wish to accept under this Tender Instruction. Please note
that you may only elect to participate in either the Cash Offer or the Exchange Offer.
Should you elect acceptance of the Exchange Offer and the Instrument tendered under
this Tender Instruction is a Class A Instrument, please elect "Zero Coupon Bonds".
3
Please refer to column "ISIN / ID number" in the table in Annex A or Annex B of the Tender and Exchange Offer
Memorandum.
4
Tender Instructions relating to a Schuldschein and/or Registered Note and/or Pfandbriefbank Claim must be submitted
in respect of all claims for payment of principal, interest and any other amounts relating to the aggregate principal
amount owed to the respective Holder under the respective Instrument of no less than the Specified Denomination (and
may be submitted in integral multiples of the applicable Specified Denomination thereafter).
Should you elect acceptance of the Exchange Offer and the Instrument tendered under
this Tender Instruction is a Class B Instrument, please specify whether you wish to receive
"Zero Coupon Bonds" or "Zero Coupon Assignable Loans".5
In order to accept the Offers, you must also confirm that you are either (i) a qualified
institutional buyer ("QIB") as defined in Rule 144A of the U.S. Securities Act of 1933 (the
"Securities Act") and a qualified purchasers within the meaning of section 2(a)(51) of the
U.S. Investment Company Act of 1940 ("QP") or (ii) a person other than U.S. persons as
that term is defined in Rule 902 of Regulation S and are acquiring the bonds in an in
offshore transactions in accordance with Rule 903 or Rule 904 of Regulation S under the
Securities Act (a "Non-US Person").
□
Cash Offer
□
I am a QIB and a QP
□
I am a Non-US Person
or
□
Exchange Offer
□
Zero Coupon Bonds
□
□
□
I am a QIB and a QP (144A Zero Coupon Bonds will be
delivered)
I am a Non-US Person (Regulation S Zero Coupon Bonds will
be delivered)
Zero Coupon Assignable Loans (Option only available for
Class B Instruments)
3.
Confirmations
(a)
By submitting and signing this Tender Instruction you hereby confirm to the Offeror, the
Offer Agents, the Zero Coupon Bond Agents and the Tender Agent:
5
(i)
that you have read and agree to, and have complied with, the terms and conditions
of the Offers as set out in the section headed "Terms and Conditions of the Offers"
on pages 62 et seq. of the Offering Memorandum;
(ii)
that you have read and agree to, and have complied with, the procedures for
participating in the Offers set out in the section headed "Procedures for
participating in the Offers" on pages 79 et seq. of the Offering Memorandum;
(iii)
that you make all of the acknowledgements, agreements, representations,
warranties and undertakings set out in the sections headed "Terms and conditions
of the Offer – Acknowledgements, Agreements, Representations, Warranties and
Undertakings" on pages 73 et seq. of the Offering Memorandum and "Procedures
for participating in the Offers – Further Acknowledgements, Agreements,
Please check the applicable box.
Representations, Warranties and Undertakings" on pages 89 et seq. of the Offering
Memorandum;
(b)
(iv)
that, in accepting the Offers and tendering the Tendered Instrument, you are in
compliance with the Offer and Distribution Restrictions set out in the section
headed "Offer and Distribution Restrictions" on pages 138 et seq. of the Offering
Memorandum;
(v)
that you consent to have the Offer Agents, the Zero Coupon Bond Agents and/or
the Tender Agent provide details concerning your identity to the Offeror, the Zero
Coupon Bond Agents, the Offer Agents and/or the Tender Agent, the Obligor and
their respective advisers;
(vi)
that you enclose herewith:
(a)
in case of a Schuldschein the copy/copies of the original document(s)
(Schuldschein) evidencing the Schuldschein or (a) the (chain of)
assignment declaration(s) or (b) in case of any corporate restructurings or
changes of corporate names, a copy of the relevant commercial register
excerpt, in each case evidencing that you are the creditor of all claims and
receivables under the respective Schuldschein to be purchased and/or
exchanged by the Offeror;
(b)
in case of a Registered Note the copy/copies of the original global note(s)
(Wertpapierurkunde) of the respective Registered Note or (a) the (chain of)
assignment declaration(s) or (b) in case of any corporate restructurings or
changes of corporate names, a copy of the relevant commercial register
excerpt, in each case evidencing that you are the creditor of all claims and
receivables under the respective global note(s) (Wertpapierurkunde) to be
purchased and/or exchanged by the Offeror; and
(c)
in case of a Pfandbriefbank Claim the copy/copies of the original document
relating to the respective Pfandbriefbank Claim including any certificate
evidencing that the Holder of the respective Pfandbriefbank Claim is the
creditor of the claims and receivables under the respective Pfandbriefbank
Claim tendered for purchase and/or exchanged by the Offeror, such
certificate, in case of Pfandbriefbank, being a valid confirmation of
Pfandbriefbank to this effect and in case Pfandbriefbank has assigned the
respective Pfandbriefbank Claim, a confirmation of Pfandbriefbank and the
Holder of the Pfandbriefbank Claim evidencing such (chain of)
assignment(s) and that the Holder is the creditor of the claims and
receivables under the respective Pfandbriefbank Claim tendered to the
Offeror under the Tender Instruction.
By submitting and signing this Tender Instruction you hereby confirm to the Offeror and the
Tender Agent that6:
□
you are the Holder of title to the Tendered Instrument for which you accept the
Offer(s).
□
you are an authorised intermediary and have authority to act on behalf of the
underlying/beneficial Holder of the Tendered Instrument.
6
Please check the applicable box.
4.
Details of Holder submitting this Tender Instruction
Name of Holder:
____________________________________________________________
Address:7
____________________________________________________________
Contact Person:
____________________________________________________________
Fax-Number:
____________________________________________________________
Email Address: ____________________________________________________________
Telephone Number:
5.
____________________________________________________________
In case of acceptance of Cash Offer: Cash Settlement Instructions for Purchase
Price in the currency of each Tendered Instrument
SWIFT Address of Receiving Bank
_________________________________________
Cash Account to be credited (IBAN)
_________________________________________
Account number of Beneficiary
_________________________________________
Account name of Beneficiary
_________________________________________
6.
In case of acceptance of Exchange Offer: Instructions for delivery of Zero Coupon
Bonds
Account held with8
□ Clearstream, Luxembourg
□ Euroclear
Euroclear / Clearstream, Luxembourg
Account Number
_________________________________________
Account name of Euroclear /
Clearstream, Luxembourg Account
7.
_________________________________________
In case of acceptance of the Exchange Offer by Holders electing Zero Coupon
Assignable Loans: account details (account needs to be kept with a credit
institution within the Single Euro Payment Area (SEPA)):
SWIFT/BIC Address of Receiving Bank
_________________________________________
Cash Account to be credited (IBAN)
_________________________________________
Account number of Beneficiary
_________________________________________
7
In case of Class B Holders electing Zero Coupon Assignable Loans: the Holder's/beneficial owner's (as applicable)
contact details for delivery of the original certificate of indebtedness (Schuldschein).
8
Holders of Schuldscheine, Registered Notes and Pfandbriefbank Claim have the following options: Option A – They can
provide account details of a direct participant in Euroclear / Clearstream, Luxembourg who is acting on their behalf. In
this case, such Holders need to complete the form by entering such direct participant's account details in this section 6.
In order for such Holders to receive the Deliverable New Debt Instrument Principal relating to Zero Coupon Bonds to
their own securities account, they need to arrange with the direct participant, or procure via their custodian, that the
Deliverable New Debt Instrument Principal relating to Zero Coupon Bonds will be booked in their securities account.
Option B: If such Holders of Schuldscheine, Registered Notes and Pfandbriefbank Claim have their own Euroclear /
Clearstream, Luxembourg account, they should complete the form by entering their own Euroclear / Clearstream,
Luxembourg account details in this section 6.
Account name of Beneficiary
8.
_________________________________________
Additional information necessary for payment under the Contingent Additional
Purchase Price
Bank Name
_________________________________________
Bank Location
_________________________________________
SWIFT Address of Receiving Bank
_________________________________________
Cash Account to be credited (IBAN)
_________________________________________
Account number of Beneficiary
_________________________________________
Account name of Beneficiary
_________________________________________
9.
Unique Reference
Please enter here a Unique Reference that
we can use should we wish to contact you.
Please state any 6 digit alphanumeric code.
Please quote this Reference in the Subject
field of your E-mail Submission.
Enter a Unique Reference here (e.g. ABCD01)
10.
Please sign here
Signed by Holder
If the Holder is acting as an authorised intermediary on behalf of any underlying/beneficial holders,
such Holder represents and warrants that s/he is legally empowered and fully authorised to
represent the relevant underlying/beneficial holder of the Tendered Instrument the subject of this
Tender Instruction.
__________________________________________________________________
(Authorised signatory)
Date:
__________________________________________________________________
Name(s):
__________________________________________________________________
(Please print) __________________________________________________________________
Capacity:
__________________________________________________________________
__________________________________________________________________
(Authorised signatory)
Date:
__________________________________________________________________
Name(s):
__________________________________________________________________
(Please print) __________________________________________________________________
Capacity:
__________________________________________________________________
In case of the tendered Schuldscheine – only:
Acknowledgement by Kärntner Ausgleichszahlungs-Fond:
We hereby accept any assignment and transfer made in respect of any Schuldschein identified in
this Tender Instruction.
Klagenfurt am Wörthersee, dated [●].[●].2016
_______________________________
Kärntner Ausgleichszahlungs-Fonds
_______________________________
Final checklist for Holder9
□
I have completed sections 1 to 10 of this Tender Instruction.
□
I have attached all relevant hard copy/copies (x) in case of a Schuldschein, of the original
document(s) (Schuldschein) evidencing the Schuldschein or (a) the (chain of) assignment
declaration(s) or (b) in case of any corporate restructurings or changes of corporate
names, a copy of the relevant commercial register excerpt, in each case evidencing that
you are the creditor of all claims and receivables under the respective Schuldschein to be
purchased and/or exchanged by the Offeror, (y) in case of a Registered Note, of the
original global note(s) (Wertpapierurkunde) of the respective Registered Note or (a) the
(chain of) assignment declaration(s) or (b) in case of any corporate restructurings or
changes of corporate names, a copy of the relevant commercial register excerpt, in each
case evidencing that you are the creditor of all claims and receivables under the respective
global note(s) (Wertpapierurkunde) to be purchased and/or exchanged by the Offeror, and
(z) in case of Pfandbriefbank Claims, of the original document relating to the respective
Pfandbriefbank Claim including any certificate evidencing that the Holder of the respective
Pfandbriefbank Claim is the creditor of the claims and receivables under the respective
Pfandbriefbank Claim tendered for purchase and/or exchanged by the Offeror, such
certificate, in case of Pfandbriefbank, being a valid confirmation of Pfandbriefbank to this
effect and in case Pfandbriefbank has assigned the respective Pfandbriefbank Claim, a
confirmation of Pfandbriefbank and the Holder of the Pfandbriefbank Claim evidencing
such (chain of) assignment(s) and that the Holder is the creditor of the claims and
receivables under the respective Pfandbriefbank Claim tendered to the Offeror under the
Tender Instruction.
□
9
I have attached the relevant U.S. tax form.
Please check the applicable boxes.