Raiffeisen Bank International AG

M&A Activity • Feb 3, 2011

Ad hoc announcement

Raiffeisen Bank International AG / Keyword(s): Mergers &
Acquisitions/Acquisition

Raiffeisen Bank International acquires 70 per cent of Polbank

Ad hoc announcement transmitted by DGAP - a company of EquityStory AG. The
issuer is solely responsible for the content of this announcement.

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Vienna, 3rd February, 2011, Raiffeisen Bank International AG (RBI) today
reached an agreement for the acquisition of a 70 per cent majority share in
Polbank EFG (Polbank) in Poland. Polbank is the banking business network,
which the EFG Eurobank Ergasias S.A. (Eurobank EFG) operates in Poland, and
which as a part of the transaction schedule will be transformed into a
separate corporate legal entity and licensed Polish bank. RBI will pay an
upfront cash consideration of EUR 490 million for the 70 per cent stake,
payable at closing. The implied price/book multiple would be 1.7. However,
pending the final capital requirement, the price/book multiple at closing
might be different. The acquisition is subject to a successful closing, and
particularly the approval of the EU, Greek and Polish regulatory
authorities. The transaction is expected to close in the fourth quarter of
2011 or the first quarter of 2012. It is not considered to be necessary
that RBI raise new capital in the near term.

The structure of the transaction foresees that at first, RBI will acquire a
70 per cent stake in Polbank for EUR 490 million cash consideration.
Concurrently in a second step Eurobank EFG and RBI will transfer their
respective shareholdings in Polbank (Eurobank EFG 30 per cent and RBI 70
per cent) to Raiffeisen Bank Polska S.A. (RBPL) in exchange for new shares
in RBPL. As a consequence of this transaction structure Eurobank EFG will
become a 13 per cent shareholder in RBPL next to RBI. The operational
merger of RBPL and Polbank will conclude the transaction. Pricing of the
transaction is based on a guaranteed minimum equity of EUR 400 million for
Polbank and EUR 750 million for RBPL. Also as a part of the transaction
arrangement, the parties have entered into a shareholder agreement which
includes the granting of a put option to Eurobank EFG to dispose of its
stake in the combined entity of RBPL, including Polbank, to RBI at any time
at a valuation based on business performance, but no less than EUR 175
million (plus interest) and RBI a respective call-option exercisable from
31 March 2016.

With its strong retail focus, Polbank is an ideal complement to RBPL, which
is very well positioned in the corporate segment. The acquisition will
considerably strengthen RBI's position in the largest economy with
attractive growth potential in its Central Europe business segment. The
combined unit RBPL/Polbank will (based on current financial data) become
the sixth largest commercial bank in Poland in terms of assets and rank
number four in the customer loan market.

Polbank was set up as a greenfield operation in 2006 and focuses on
business with retail customers and SMEs. The company has a nationwide
network of around 350 business outlets and 2,900 employees serving around
800,000 customers. The balance sheet total as of September 30, 2010, was
EUR 5.5 billion.

RBI first entered the Polish market in 1991, through the establishment of
RBPL. Total assets related to the Group's activities in Poland came to EUR
6.5 billion as of the end of the third quarter, 2010. RBI employs around
3,000 people in 123 business outlets in Poland, serving over 240,000
customers.

For further information please contact:

Susanne Langer
Head of Group Investor Relations
Raiffeisen Bank International AG
Am Stadtpark 9, A-1030 Vienna
ir@rbinternational.com
phone +43-1-71707-2089
http://www.rbinternational.com

03.02.2011 DGAP’s Distribution Services include Regulatory Announcements,
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Language: English
Company: Raiffeisen Bank International AG
Am Stadtpark 9
A-1030 Vienna
Österreich
Phone: +43-1-71707-2089
Fax: +43-1-71707-2138
E-mail: ir@rbinternational.com
Internet: www.rbinternational.com
ISIN: AT0000606306
WKN: A0D9SU
Listed: Freiverkehr in Berlin, München, Stuttgart; Open Market in
Frankfurt; Wien (Amtlicher Handel / Official Market)

End of Announcement DGAP News-Service

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