Erste Group Bank AG: Disclosure pursuant to sec 65(1a) Stock Corporation Act (AktG) in connection with sec 119(9) Stock Exchange Act (BörseG)

Vienna (pta039/12.05.2023/17:55 UTC+2)

Erste Group Bank AG

FN 33209m

ISIN AT0000652011

DISLOSURE pursuant to sec 65 (1a) Stock Corporation Act (AktG) in connection with sec 119 (9) Stock Exchange Act (BörseG) in connection with sec 2 and 3 Publication Ordinance (Veröffentlichungsverordnung)

The 30th Annual General Meeting of Erste Group Bank AG, 1100 Wien, Am Belvedere 1, held on 12 May 2023, passed the following resolutions regarding agenda item 10:

Agenda item 10:

Resolution on

1. the authorisation of the Management Board, with the consent of the Supervisory Board, (i) to acquire own shares pursuant to sec 65 (1) (8) Stock Corporation Act (AktG), also by means other than the stock exchange or a public offer, (ii) to exclude the shareholders' pro rata tender right ("reverse subscription right") and (iii) to cancel own shares;
2. the authorisation of the Management Board, with the consent of the Supervisory Board, to sell own shares also by means other than the stock exchange or a public offer and to exclude the shareholders' subscription rights.

RESOLUTION 1

"Pursuant to sec 65 (1) (8) and (1a) and (1b) Stock Corporation Act (AktG), the Management Board is authorised for a period of 30 months from the date of the resolution, i.e. until 12 November 2025, with the consent of the Supervisory Board and without any further resolution of the General Meeting, to acquire own shares of the Company in the amount of up to 10% of the share capital at a lowest consideration of EUR 2 (two euros) per share and a highest consideration not exceeding 50% above the average Vienna Stock Exchange price, weighted according to trading volumes, of the last 20 trading days prior to the respective acquisition of the shares; in the case of a public offer, the cut-off date for the end of the calculation period shall be the day on which the intention to make a public offer is announced (sec 5 (2) and (3) Austrian Takeover Act [ÜbG]). The proportion of own shares to be acquired by the Company and the own shares already acquired and still held by the Company may not exceed a total of 10% of the share capital.

The Management Board is authorised to determine the other purchase conditions. Trading in own shares is excluded as a purpose of the acquisition.

The acquisition may, at the discretion of the Management Board and with the consent of the Supervisory Board, be effected on the stock exchange or by means of a public offer or in any other legally permissible and expedient manner, in particular also off the stock exchange and/or from individual shareholders and excluding the pro rata tender right (reverse subscription right). The authorisation may be exercised in whole or in part or in several partial amounts and in pursuit of one or more purposes by the Company, its affiliated companies (sec 189a (8) Commercial Code [UGB]) or for their account by third parties.

In addition, the Management Board shall be authorised, with the consent of the Supervisory Board, to reduce the share capital of the Company pursuant to sec 65 (1) (8) last sentence in conjunction with sec 192 Stock Corporation Act (AktG) by cancelling own shares without any further resolution of the General Meeting, whereby the Supervisory Board shall be authorised to resolve on amendments to the Articles of Association resulting from the cancellation of shares.

The authorisation to acquire and cancel own shares resolved by the 28th Annual General Meeting on 19 May 2021 under agenda item 11 is revoked."

RESOLUTION 2

"Pursuant to sec 65 (1b) Stock Corporation Act (AktG), the Management Board, with the consent of the Supervisory Board, is authorised for a period of five years from the date of the resolution, i.e. until 12 May 2028, to sell or dispose of own shares of the Company also in a way other than via the stock exchange or by means of a public offer for any legally permissible purpose, to determine the terms and conditions of the sale and to decide on the exclusion of the shareholders' subscription rights. These authorisations include the sale of own shares in particular for the following purposes:

1. in order to be able to sell the shares for a consideration other than cash, provided that this serves the purpose of acquiring (also indirectly) companies, businesses, parts of businesses, shares in one or more companies domestically or abroad;
2. to transfer shares free of charge or at a reduced price to employees, executives and members of the Management Board of the Company or of an affiliated company (sec 189a (8) Commercial Code [UGB]) or of any other company within the meaning of sec 4d (5) (1) Austrian Income Tax Act (EStG), as well as to Erste Mitarbeiterbeteiligung Privatstiftung and its beneficiaries; and
3. to resell own shares with partial or full exclusion of the subscription rights in any manner permitted by law, including over-the-counter.

The authorisations in this resolution may be exercised once or several times, in whole or in part, individually or jointly.

The authorisation to sell own shares resolved by the 28th Annual General Meeting on 19 May 2021 under agenda item 11 is revoked.

Reference is made to the report of the Management Board made available on the Company's website at www.erstegroup.com/generalmeeting."

(end)

Emitter:	Erste Group Bank AG Am Belvedere 1 1100 Wien Austria
Contact Person:	Thomas Sommerauer / Gerald Krames
Phone:	+43 (0)50100-17326
E-Mail:	investor.relations@erstegroup.com
Website:	www.erstegroup.com
ISIN(s):	AT0000652011 (Share)
Stock Exchange(s):	Vienna Stock Exchange (Official Trade)
Other Stock Exchanges:	Bucharest Stock Exchange, Prague Stock Exchange