WEBSERVER2
CORE8
1.2.0.1
2026-04-23 20:09
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EXECUTION VERSION
W H I T E & C As E
Dated l November 2024
Subscription Agreement
in respect of
_ senior Floating Rate Notes due 2030
issued under the
Medium Term Note Programme
of Česká exportní banka, a.s.
guaranteed by statute by
the Czech Republic
Ceská exportní banka, a.s.
and
CMTA AG
KBC Bank NV
White & Case LLP
5 Old Broad Street
London EC2N IDW
This Agreement is made on i November 2024
Between:
( 1) Česká exportní banka, a.s. (the “Issuer”); and
(2) CMTA AG, as lead manager (“CMTA”), and
(3) KBC Bank NV, as lead manager (“‘KBC” and, together with CMTA, the “Managers” and each
a “Manager”).
Whereas:
(A) The Issuer has established a programme for the issuance of euro medium term notes in
connection with which it entered into an amended and restated dealer agreement dated
6 September 2024 (the “Dealer Agreement”, which expression shall include any amendments
or supplements thereto or restatements thereof) and made between the Issuer and certain other
institutions named therein.
(B) Pursuant to the Dealer Agreement, the Issuer is entitled to sell Notes issued under the
Programme to institutions who become Dealers in relation to a particular Tranche ofNotes only.
Each of the Managers is either a Dealer in relation to the Programme or has agreed to become
a Dealer in relation to the Notes (as defined below) pursuant to the provisions ofthis Agreement.
(C) Notes issued under the Programme are guaranteed by statute by the Czech Republic.
(D) The Issuer proposes to issue _ senior Floating Rate Notes due 2030
(the “‘Notes”) and the Managers wish to subscribe such Notes.
(E) The Notes are intended to be held in a manner which allows Eurosystem eligibility.
It is hereby agreed as follows:
1. Defined Terms and Construction
All words and expressions defined in the Dealer Agreement shall, where the context so requires
and admits, have the same meanings in this Agreement. In the event of any conflict or
inconsistency between the provisions of this Agreement and the Dealer Agreement, the
provisions of this Agreement shall apply. Each Manager hereby acknowledges receipt of a copy
of the Dealer Agreement and the Alleviated Base Prospectus. The provisions of Clause 13
(Contractual Recognition ofBail-in) ofthe Dealer Agreement shall be incorporated by reference
in this Agreement mutatis mutandis.
2. Subscription of the Notes
2.1 Subject to the provisions of this Agreement and the Dealer Agreement:
(a) the Issuer hereby agrees to issue the Notes;
(b) KBC agrees with the Issuer to subscribe for the Notes in the total principal amount of
in immediately available funds on 12 November 2024 (the “Issue
Date”) at their issue price of 99.456 per cent of their principal amount, whereas
a combined management and underwriting commission is to be agreed by the Issuer
and KBC under a separate fee letter (the “KBC Fee Letter”);
(c) CMTA agrees with the Issuer to subscribe for the Notes in the total principal amount of
— in immediately available funds on the Issue Date at their issue price
of 99.456 per cent of their principal amount, whereas a combined management and
underwriting commission is to be agreed by the Issuer and CMTA under a separate fee
letter (the “CMTA Fee Letter”), whereas, notwithstanding anything to the contrary in
this Clause 2.1, the commitment of CMTA to subscribe for the Notes is made on an
agency basis for the placement of the Notes to investors it has already identified and
irrevocably committed to subscribe for the Notes;
(d) if, for any reason whatsoever, CMTA fails to subscribe for the Notes in the amount and
in the manner envisaged under paragraph (c) immediately above, KBC agrees with the
Issuer to, in lieu of its commitment under ara raph (b) above, subscribe for the Notes
in the total principal amount OH in immediately available funds on the
Issue Date at their issue price of 99.456 per cent of their principal amount, whereas
a combined management and underwriting commission is to be agreed by the Issuer
and KBC for such a scenario under the KBC Fee Letter.
2.2 The Issuer agrees to pay to KBC and, subject to paragraph 2. l(d) above, CMTA the commission
agreed under the KBC Fee Letter and the CMTA Fee Letter, respectively, against delivery of
the Notes, duly executed on behalf of the Issuer in the manner contemplated by the Fiscal
Agency Agreement, in the form agreed between the Issuer and the Managers. The Issuer will
pay the listing fees applicable in connection with the issuance of the Notes separately on the
basis of an invoice of the listing agent.
If CMTA becomes aware of any circumstances that may result in its failure to subscribe for the
Notes in the amount and in the manner envisaged under paragraph 2. 1( c) above, it shall
immediately inform the Issuer and KBC and, if such a failure occurs, CMTA will not be entitled
to any combined management and underwriting commission in relation to the Notes
(any provisions of the CMTA Fee Letter to the contrary notwithstanding).
2.4 The Issuer confirms that it has approved the Final Terms (the “Final Terms”) dated 7 November
2024 in connection with the issue of the Notes and, subject to compliance with Clause 4.1 of
the Dealer Agreement, authorises the Managers to distribute copies of the Alleviated Base
Prospectus and the Final Terms and any other documents prepared in connection with the
Programme and the issue of the Notes, in connection with the offering and sale of the Notes.
Dealer Agreement
The Notes are issued under the Programme and accordingly are Notes as defined in and for the
purposes of the Dealer Agreement, the Fiscal Agency Agreement and the Deed of Covenant.
For the purposes of the Dealer Agreement, this Agreement is a Relevant Agreement and each
Manager is a Relevant Dealer on the terms set out in the Dealer Agreement, save as expressly
modified herein.
Conditions Precedent
In accordance with the provisions of Clause 2.3 and Clause 2.4 of the Dealer Agreement (but
without prejudice to the provisions of Clause 2.5 thereof), the Issuer hereby acknowledges that
the Managers’ obligations to subscribe and pay for the Notes on the Issue Date are subject to
the satisfaction of the conditions precedent set out in the said Clause 2.3 and Clause 2.4 (other
than that set out at Clause 2.4(d)). Without limitation to the foregoing, the following shall be
supplied to the Managers by the Issuer and shall be conditions precedent to such obligations of
the Managers:
(a) as required by Clause 32(1) of the Dealer Agreement, legal opinions addressed to the
Managers dated the Issue Date in such form and with such content as the Managers may
reasonably require from—(in relation to the laws
of the Czech Re ublic in relation to the laws of En land and
Wales) and
(in relation to the laws of the Czech Republic);
(b) a certificate dated as at the Issue Date signed by an authorised signatory of the Issuer
giving the confirmation to the effect required by Clause 2.4(k) of the Dealer Agreement;
(c) a certificate dated the Issue Date signed by an authorised signatory of the Issuer relating
to corporate resolutions of the Issuer in respect of the Notes;
(d) a list of authorised signatories of the Issuer in relation to the Notes,
(e) a confirmation that this Agreement has been published in the Register of Contracts
maintained pursuant to Act No. 340/2015 Coll, on the Register of Contracts, as
amended; and
(f) such other conditions precedent as the Managers may require.
Termination
The Managers may by notice to the Issuer, terminate this Agreement at any time prior to the
payment of the net purchase money for the Notes to the Issuer if, in the opinion of the Managers,
following consultation, if practicable, with the Issuer, there shall have been such a change in
national or international financial, political or economic conditions or currency exchange rates
or exchange controls as would, in its view, be likely to prejudice materially the success of the
offering and distribution of the Notes or dealings in the Notes in the secondary market and, upon
notice being given, the parties to this Agreement shall (except for the liability of the Issuer in
relation to expenses as provided in Clause 6 (Expenses) of this Agreement and except for any
liability arising before or in relation to such termination), be released and discharged from their
respective obligations under this Agreement.
Expenses
The Issuer shall reimburse the Managers on demand for all legal fees incurred by the Managers
in connection with the management of the issue of the Notes (plus any applicable value added
tax).
6.2 It is expressly agreed for the purposes of Clause 2.5 of the Dealer Agreement that the Issuer
shall remain liable pursuant to this Clause 6 in respect of such fees and expenses incurred by
the Managers prior to or in connection with such termination notwithstanding the termination
of this Agreement.
New Dealer
It is agreed that CMTA (for the purposes of this Clause 7, a “New Dealer”) shall become
a Dealer upon the terms of the Dealer Agreement in respect of the Notes only with all the
authority, rights, powers, duties and obligations ofa Dealer under the Dealer Agreement save
that, following the issue of the Notes, the New Dealer shall have no further authority, rights,
powers, duties or obligations except such as shall have accrued or been incurred prior to, or in
connection with the issue of, the Notes.
7.2 The New Dealer confirms that it has received sufficient copies of such of the conditions
precedent documents and confirmations listed in Schedule 2 to the Dealer Agreement as it has
requested and the New Dealer confirms that these have been found satisfactory to it and that the
delivery of any of the other documents or confirmations listed in Schedule 2 to the Dealer
Agreement is not required.
Agreement among Managers
The Managers agree as between themselves that they will be bound by, and will comply with,
the International Capital Market Association Standard Form English law “Agreement Among
Managers Version 1: Fixed—Price Non Equity—Related Issues — with or without Selling Group”
(the “Agreement Among Managers”) with respect to the Notes and further agree as between
themselves that (so far as the context permits) references in the Agreement Among Managers
to the “Lead Manager” and the “Joint Bookrunners” shall mean KBC and references to the
“Settlement Lead Manager” shall mean KBC, in each case with any consequential grammatical
changes to the language of the Agreement Among Managers deemed to have been agreed to,
and made by, the Managers.
8.2 The Managers further agree for the purposes of the Agreement Among Managers that their
respective underwriting commitments as between themselves will be as set out in Clause 2.1,
which shall constitute the Commitment Notification (as defined in the Agreement Among
Managers).
Product Governance
Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance
Rules under EU Delegated Directive 2017/593 (the “MiFID Product Governance Rules”)
regarding the mutual responsibilities of manufacturers under the MiFID Product Governance:
(a) KBC (the “‘Manufacturer”) understands the responsibilities conferred upon it under
the MiFID Product Governance Rules relating to each of the product approval process,
the target market and the proposed distribution channels as applying to the Notes and
the related information set out in the Final Terms in connection with the Notes; and
(b) the Issuer notes the application of the MiFID Product Governance Rules and
acknowledges the target market and distribution channels identified as applying to the
Notes by the Manufacturer and the related information set out in the Final Terms in
connection with the Notes.
10. Communications
Any notification hereunder to the Issuer shall be made in accordance with the provisions of
Clause 6 of the Dealer Agreement and, in the case of notification to the Manager, shall be to the
relevant Manager by email or in writing at:
CMTA AG
Email:
Attention:
KBC Bank NV
Email:
Attention:
11. Closing
Subject to Clause 4 (Conditions Precedent), the closing of the issue shall take place on the Issue
Date, whereupon:
(a) the Issuer shall deliver the Global Note, duly executed on behalf of the Issuer and
authenticated and effectuated, if appropriate, in accordance with the Fiscal Agency
Agreement, to a common safekeeper designated for the purpose by Euroclear and
Clearstream, Luxembourg for credit on the Issue Date to the accounts of Euroclear and
Clearstream, Luxembourg with such common safekeeper; and
(b) against such delivery, the Managers shall procure the payment of the net proceeds of
the issue of the Notes (namely the issue price less the fees and expenses that are to be
deducted pursuant to Clause 6 (Expenses)) to the Issuer by credit transfer in EUR for
same day value to such account as the Issuer has designated to the Lead Manager.
ll.2 KBC (the “Settlement Lead Manager”) acknowledges that the Notes initially represented by
the relevant Global Note will initially be credited to an account (the “Commissionaire
Account”) for the benefit of the Settlement Lead Manager the terms of which include a third—
party beneficiary clause (“stipulation pour autruz”) with the Issuer as the third—party beneficiary
and provide that such Notes are to be delivered to others only against payment of the gross
subscription moneys into the Commissionaire Account on a delivery against payment basis.
The Settlement Lead Manager acknowledges that:
(a) the Notes represented by the relevant Global Note shall be held to the order of the Issuer
as set out above; and
(b) the gross subscription moneys received in the Commissionaire Account will be held on
behalf of the Issuer until such time as they are transferred to the Issuer’s order. The
Settlement Lead Manager undertakes that the net subscription moneys will be
transferred to the Issuer’s order promptly following receipt of such monies in the
Commissionaire Account.
The Issuer acknowledges and accepts the benefit of the third-party beneficiary clause
(‘stz’pulatz‘on pour autrui ’) pursuant to the Belgian or Luxembourg Civil Code, as applicable, in
respect of the Commissionaire Account,
12. Governing Law and Jurisdiction
This Agreement and any non—contractual obligations arising out of or in connection with this
Agreement shall be governed by, and construed in accordance with, English law. The provisions
of Clause 11 of the Dealer Agreement shall be deemed to be incorporated by reference into this
Agreement mutatis mutandis.
13. Counterparts
This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original.
14. Contracts (Rights of Third Parties) Act 1999
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third
Parties) Act 1999 to enforce any term of this Agreement, but this does not affect the right or
remedy of a third party which exists or is available apart from that Act.
ln Witness whereofthis Agreement has been entered into on the date first above written.
The Issuer
Ceská ex ortní banka, a.s.
Name: Name: ' _
T'tl : ' ': Petr Hejduk
Title
] e Eng. Dame] KRUMPOLC Member ofthe Board of Directors
C harrman of the Board of Directors
[Signature page Io lhe Subscription Agreement — Issuer]
The Managers
CMTA AG
Name: Martin Strohmaier Name: Wenzel Urban Heinrich Dennig
Title: Chief Risk and Compliance Officer, Title: Chief Financial Officer, Board Member
Board Member
[Signature page to the Subscription Agreement — CMTA]
KBC BankN By
By Name:
Name: — Title: Origination Manager
Title: Head Loan and Debt Markets
[Signature page to the Subscription Agreement — KBC]