Form F-6 POS Erste Group Bank AG/ADR Filed by: BANK OF NEW YORK / ADR DIVISION

As filed with the Securities and Exchange Commission on December 2, 2022.

Registration No. 333-238456

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM F-6

REGISTRATION STATEMENT

under

THE SECURITIES ACT OF 1933

For Depositary Shares

 

ERSTE GROUP BANK AG

(Exact name of issuer of deposited securities as specified in its charter)

 

N/A

(Translation of issuer's name into English)

 

Austria

(Jurisdiction of incorporation or organization of issuer)

 

THE BANK OF NEW YORK MELLON

(Exact name of depositary as specified in its charter)

 

240 Greenwich Street New York, N.Y. 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)

_______________________________

The Bank of New York Mellon

Legal Department

240 Greenwich Street

New York, New York 10286

(212) 495-1784

(Address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

Brian D. Obergfell, Esq.

Emmet, Marvin & Martin, LLP

120 Broadway

New York, New York 10271

(212) 238-3032

 

It is proposed that this filing become effective under Rule 466

[ ] immediately upon filing

[ ] on ( Date ) at ( Time ).

If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]

 

 

 

 

 

 

 

The prospectus consists of the proposed form of American Depositary Receipt (“Receipt”) included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.

 

PART I

 

INFORMATION REQUIRED IN PROSPECTUS

 

 

 

Item - 1. Description of Securities to be Registered

 

 

 

Cross Reference Sheet

Item Number and Caption	Location in Form of Receipt Filed Herewith as Prospectus
Name and address of depositary	Introductory Article
Title of the depositary shares and identity of deposited securities	Face of Receipt, top center
Terms of Deposit:
(i)   The amount of deposited securities represented by one unit of depositary shares	Face of Receipt, upper right corner
(ii)   The procedure for voting, if any, the deposited securities	Articles number 15, 16 and 18
(iii)   The procedure for collection and distribution of dividends	Articles number 4, 12, 14, 15, 18 and 21
(iv)  The procedure for transmission of notices, reports and proxy soliciting material	Articles number 11, 15, 16 and 18
(v)   The sale or exercise of rights	Articles number 13, 14, 15 and 18
(vi)  The deposit or sale of securities resulting from dividends, splits or plans of reorganization	Articles number 12, 14, 15, 17 and 18
(vii)  Amendment, extension or termination of the deposit agreement	Articles number 20 and 21
(viii)  Rights of holders of depositary shares to inspect the transfer books of the depositary and the list of holders of depositary shares	Article number 11
(ix)  Restrictions upon the right to transfer or withdraw the underlying securities	Articles number 2, 3, 4, 6, 7 and 21
(x)   Limitation upon the liability of the depositary	Articles number 13, 18, 21 and 22

 

3.  Fees and Charges

Article number 7

 

Item - 2. Available Information

Public reports furnished by issuer

Article number 11

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

 

 

Item - 3. Exhibits

 

a.	Form of Amended and Restated Deposit Agreement dated as of ____________, 2022 among Erste Group Bank AG, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
b.	Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
c.	Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. – See (a) above.
d.	Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. – Filed previously.
e.	Certification under Rule 466. - Not Applicable.

 

Item - 4. Undertakings

(a)     The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the depositary shares, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b)    If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of depositary shares thirty days before any change in the fee schedule.

 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 2, 2022.

 

Legal entity created by the agreement for the issuance of depositary shares representing bearer ordinary shares of Erste Group Bank AG.

 

By:	The Bank of New York Mellon
	As Depositary
	By:	/s/ Alan MacAlpine
	Name:	Alan MacAlpine
	Title:	Director

 

 

 

 

Pursuant to the requirements of the Securities Act of 1933, Erste Group Bank AG has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in Vienna, Austria, on December 2, 2022.

 

Erste Group Bank AG
By:	/s/ Willibald Cernko
Name:	Willibald Cernko
Title:	Chairman of the Management Board

 

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on December 2, 2022.

 

/s/ Willibald Cernko	Chairman of the Management Board
Willibald Cernko	(Principal Executive Officer)
/s/ Stefan Dorfler	Chief Financial Officer
Stefan Dorfler	(Principal Financial and Accounting Officer)
/s/ Alexandra Habeler-Drabek	Chief Risk Officer
Alexandra Habeler-Drabek
/s/ Inglo Bleier	Chief Corporates and Capital Markets Officer
Inglo Bleier
/s/ Maurizio Poletto	Chief Platform Officer
Maurizio Poletto
/s/ David O’Mahony	Chief Operating Officer
David O’Mahony
/s/ Sandra Peterson	Authorized Representative in the United States
Sandra Peterson

 

 

INDEX TO EXHIBITS

 

 

Exhibit Number	Exhibit
1	Form of Amended and Restated Deposit Agreement dated as of __________, 2022 among Erste Group Bank AG, The Bank of New York Mellon, as Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder.

 

ATTACHMENTS / EXHIBITS

FORM OF DEPOSIT AGREEMENT

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