pta20191213012
Announcement according to article 119 section 9 BörseG

Erste Group Bank AG: Framework programme for transactions in own shares - transfer to employees and/or to Erste-Employee-Foundation

Vienna (pta012/13.12.2019/11:00 UTC+1) Since 1 January 2018 and pursuant to the Employee Participation Foundation Act 2017 (Mitarbeiterbeteiligungsstiftungsgesetz 2017) Erste Group Bank AG has been allowed to distribute shares to its employees as well as to affiliated group companies and other companies within the meaning of § 4d (5) Z1 Austrian Income Tax Act (EStG) free of charge or at a discounted price.

The shares acquired in this context shall be transferred free of charge or at a discounted price, and Erste-Employee Foundation shall, in compliance with defined minimum holding periods but no longer than until the end of the employee's employment relationship, provide trustee, custody and administration services.

Due to the uniform execution of voting rights at the Annual General Meeting, Erste-Employee-Foundation may become an additional stable core shareholder of Erste Group Bank AG.

In 2018, Erste Group Bank AG founded Erste-Employee-Foundation and subsequently launched an employee share programme. The related framework programme, which was published on 25 May 2018, expired on 18 November 2019 and is now being extended in accordance with the details set out below.

Based on the authorisation granted by the General Meeting of 15 May 2019 for the purchase of own shares in accordance with section 65 (1) 8 as well as (1a) and (1b) of the Austrian Stock Corporation Act (AktG), on 12 December 2019 the management board of Erste Group Bank AG adopted the resolution on the framework programme for the envisaged purchase of own shares for the purpose of transferring those shares to Erste-Employee-Foundation. The supervisory board approved the resolution on 12 December 2019.

According to this resolution, it is possible for Erste Group Bank AG to acquire up to 500,000 shares of Erste Group (0.1163% of the share capital) under the purchase programme of own shares with the purpose of transferring those shares to Erste Group employees and/or to Erste-Employee-Foundation during the period from 19 December 2019 to 14 November 2021.

Details on the purchase programme

1. Day on which the authorisation was granted by the General Meeting: 15 May 2019

2. Day and mode of publication of this resolution by the General Meeting: publication on 16 May 2019 via electronic information dissemination systems in accordance with section 119 (7) Austrian Stock Exchange Act (BörseG)

3. Start and expected duration of the programme for the purchase of own shares: 19 December 2019 to 14 November 2021

4. Class of shares: voting no-par value bearer shares (ordinary shares) in Erste Group Bank AG

5. Maximum volume: in total up to 500,000 shares
Maximum share capital percentage of shares to be bought: 0.1163 %

6. Highest and lowest price to be achieved per share: EUR 2 per share shall constitute the lowest consideration and EUR 120 per share shall be the maximum consideration

7. Mode and purpose of purchase of own shares: on the stock exchange and also by means other than the stock exchange for the purpose of transferring those shares to Erste Group employees and/or to Erste-Employee-Foundation

8. Effects of the purchase programme on the listing of Erste Group Bank AG-shares: none

9. Number and distribution of share options to be granted or already granted to employees, senior staff and the individual board members in the company or in an associated company, stating the number of purchasable shares, if the issuer is planning to grant share options within the deadline defined under
section 65 (1 no. 8) or has already done so: 0 (nil)

Any changes to the purchase programme and the transactions implemented shall be published on the Erste Group Bank AG website at http://www.erstegroup.com/en/investors in compliance with Austrian Stock Exchange Act (BörseG) and Publication Ordinance (VeröffentlichungsVO 2018).

The resolution has no effect on any trading of shares in Erste Group Bank AG in securities trading (authorisation pursuant to section 65 (1 no. 7) AktG).

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Emitter: Erste Group Bank AG
Am Belvedere 1
1100 Wien
Austria
Contact Person: Thomas Sommerauer / Gerald Krames
Phone: +43 (0)5 0100 - 17326
E-Mail: thomas.sommerauer@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
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