Erste Bank : Convocare AGA Anuala in 18.05.2022

Erste Group Bank AG

FN 33209 m

(ISIN AT0000652011)

Convocation of the 29th Annual General Meeting of Erste Group Bank AG on Wednesday,

18 May 2022 at 10:00 am (CEST)

Venue of the Annual General Meeting in accordance with sec 106 (1) Stock Corporation Act (AktG) will be the Company's registered office at Erste Campus, 1100 Vienna, Am Belvedere 1.

I. To be held as a virtual Annual General Meeting without the physical presence of shareholders

Due to the persistence of the COVID-19-pandemic, the impossibility of predicting its further course and the need for planning security when organizing an Annual General Meeting the Management Board has decided, after careful consideration, to apply the current legal regulation for holding a virtual Annual General Meeting.

The Annual General Meeting of Erste Group Bank AG on 18 May 2022 will be held as a 'virtual General Meeting' on the basis of sec 1 (2) COVID-19 Company Law Act (COVID-19-GesG, Federal Law Gazette I No 16/2020) as last amended and COVID-19 Company Law Ordinance (COVID-19-GesV, Federal Law Gazette II No 140/2020) as last amended while giving due account to the interests of both the Company and the participants.

Therefore, shareholders will not be able to physically attend the Annual General Meeting of Erste Group Bank AG on 18 May 2022.

The virtual Annual General Meeting will be held at Am Belvedere 1, 1100 Vienna, in the physical presence of the Supervisory Board Chair, the Management Board Chair and the remaining members of the Management Board, the attesting notary and the four special proxies proposed by the Company.

Conducting the Annual General Meeting as a virtual Annual General Meeting in accordance with COVID-19 Company Law Ordinance (COVID-19-GesV) will result in the already known modifications to the usual

Erste Group Bank AG	T [phone] - 10100	Head office Vienna
Am Belvedere 1	F [phone] - 10100	Commercial Court of Vienna
1100 Vienna	Commercial Register No.: 33209 m
www.erstegroup.com	DxVR 0031313 / Bank Code: 20100
Swift Code/BIC: GIBAATWG

procedure for a physical Annual General Meeting and in how shareholders' rights are exercised.

The right to vote, the right to submit resolutions and the right to raise objections are invariably subject to powers of attorney and instructions issued to one of the special proxies proposed by the Company in accordance with sec 3 (4) COVID-19 Company Law Ordinance (COVID-19-GesV).

Shareholders can exercise the right to information at the virtual Annual General Meeting using electronic means of communication by sending their questions in writing exclusively by email directly to the Company's email [e-mail] provided they have submitted a deposit certificate in accordance with sec § 10a Stock Corporation Act (AktG) pursuant to clause IV. in a timely manner and a special proxy pursuant to clause V. has been empowered.

In accordance with sec 3 (1), (2) and (4) COVID-19 Company Law Ordinance (COVID-19-GesV) in conjunction with sec 102 (4) Stock Corporation Act (AktG), an audio and video webcast of the full Annual

General Meeting will be streamed live online.

This is permitted under data protection law on the legal basis of sec 3 (1), (2) and (4) COVID-19 Company Law Ordinance (COVID-19-GesV) and sec 102 (4) Stock Corporation Act (AktG).

All the Company's shareholders can attend the Annual General Meeting on 18 May 2022, which is scheduled to start at 10:00 am (CEST) as a virtual Annual General Meeting, using the appropriate technology (e.g. computer, laptop or smartphone and internet connection with sufficient bandwidth for the video stream) on the internet atwww.erstegroup.com/hauptversammlung. For all further requirements regarding the attendance of the virtual Annual General Meeting please refer to the information provided on the right to attend (clause IV. of this letter of convocation).

By transmitting the Company's virtual Annual General Meeting online, all the shareholders who wish to do so can follow the proceedings of the Annual General Meeting and particularly the Management Board's presentation, the answers to shareholders' questions and the voting procedure live via this one-way audio and video connection. No registration or login will be required.

It should be noted that the live broadcast of the virtual Annual General Meeting does not allow for remote participation (sec 102 [3] [2] Stock Corporation Act [AktG]) or for remote voting (sec 102 [3] [3] Stock

Corporation Act [AktG] and sec 126 Stock Corporation Act [AktG]) and that the online transmission is not a two-way connection. As a result, the individual shareholders can merely follow the Annual General Meeting as it proceeds.

It must also be pointed out that the Company is only responsible for the use of communication technologies to the extent that such means are under its control (sec 2 [6] COVID-19 Company Law Ordinance [COVID-19-GesV]).

In addition, reference is made to the information on the organizational and technical requirements for participation in accordance with sec 3 (3) in conjunction with sec 2 (4) COVID-19 Company Law Ordinance (COVID-19-GesV) ('attendance information'), which will be made available for viewing online at

www.erstegroup.com/hauptversammlung by no later than 27 April 2022 .

We ask shareholders to pay particular attention to this attendance information, which also provides particulars on the proceedings of the Annual General Meeting.

II. Agenda

1. Presentation of the approved annual financial statements, the management report and the

(consolidated) corporate governance report of the Management Board, the (consolidated) non-financial report, the draft resolution on the appropriation of profit as well as the report of the Supervisory Board for the financial year 2021, and presentation of the consolidated financial

• statements and the group management report for the financial year 2021.

• 2. Resolution on the appropriation of the 2021 profit.

• 3. Resolution on granting discharge to the members of the Management Board for the financial year 2021.

• 4. Resolution on granting discharge to the members of the Supervisory Board for the financial year 2021.

• 5. Appointment of an additional auditor to audit the annual financial statements and the management report as well as the consolidated financial statements and the group management report for the financial year 2023.

• 6. Resolution on the remuneration report for the emoluments payable to Management Board members and Supervisory Board members for the financial year 2021.

• 7. Resolution on the remuneration of Supervisory Board members.

• 8. Resolution on authorizing the Management Board to issue convertible bonds with the option of excluding subscription rights and on the corresponding amendment to section 8.3 of the Articles of Association.

• 9. Resolution on cancelling currently authorized capital and creating new authorized capital in return for contributions in cash and/or in kind with the option of excluding subscription rights and on the corresponding amendment to section 5. of the Articles of Association.

• 10. Resolution on amendments of the Articles of Association in sections 2.1, 2.2, 2.5, 4.3, 12.1, 19.4, 20., 21. and 23.4.

• 11. Elections to the Supervisory Board.

All the times specified in the letter of convocation refer to 'Central European Summer Time (CEST)'.

III. Documents for the Annual General Meeting

In particular, the following documents will be made available for viewing online atwww.erstegroup.com/hauptversammlung by no later than 27 April 2022 in accordance with sec 108 (3) and (4) Stock Corporation Act (AktG):

• • Annual financial statements and management report;

• • (Consolidated) corporate governance report;

• • (Consolidated) non-financial report;

• • Consolidated financial statements and group management report;

• • Draft resolution on the appropriation of profit (see draft resolution concerning agenda item 2);

• • Supervisory Board report; each for the financial year 2021;

• • Draft resolutions concerning agenda items 2 to 11;

• • Remuneration report for the financial year 2021;

• • Management Board report on agenda items 8 and 9;

• • Job profile for Supervisory Board members as well as the declaration in accordance with sec 87 (2) Stock Corporation Act (AktG) of the proposed candidates incl. CV concerning agenda item 11;

• • Wording of this letter of convocation;

• • Power of attorney and voting instructions form for the special proxies (sec 3 [4] COVID-19 Company Law Ordinance [COVID-19-GesV]) in accordance with sec 114 Stock Corporation Act (AktG);

• • Form for revoking proxy appointments in accordance with sec 114 Stock Corporation Act (AktG);

• • Question form;

• • Information on the organizational and technical requirements for attendance in accordance with sec 3 (3) in conjunction with sec 2 (4) COVID-19 Company Law Ordinance (COVID-19-GesV) ('attendance information').

IV. Record date and right to attend the Annual General Meeting

All bearer shares of Erste Group Bank AG are held in securities accounts.

The right to attend the virtual Annual General Meeting and to exercise voting rights, as well as all other shareholder rights that may be exercised in this virtual Annual General Meeting as provided by COVID-19 Company Law Act (COVID-19-GesG) and COVID-19 Company Law Ordinance (COVID-19-GesV), are subject to the shareholdings as held on Sunday, 8 May 2022, 24:00 hours (CEST) (record date, sec 111 [1] Stock Corporation Act [AktG]).

Anyone who holds shares on this record date and provides evidence thereof to the Company shall be eligible to attend this virtual Annual General Meeting and to exercise their shareholders' rights.

The shares held on the record date must be verified by submitting a deposit certificate in accordance withsec 10a Stock Corporation Act (AktG) and the Company must receive such submission by no later than Friday, 13 May 2022, 24:00 hours (CEST) exclusively at one of the addresses indicated below.

by E-Mail:	[e-mail]
(as scanned attachment; TIF, PDF, etc.)
by fax:	[phone]
by SWIFT:	GIBAATWGGMS
message type MT598 or MT599;
mandatory specification of ISIN AT0000652011 in the text.
by post	Erste Group Bank AG
or	c/o HV-Veranstaltungsservice GmbH
by courier:	Köppel 60
8242 St. Lorenzen/Wechsel
Austria

A special proxy can only be effectively appointed if the Company receives a deposit certificate in a timely manner.

Deposit certificate in accordance with sec 10a Stock Corporation Act (AktG)

The deposit certificate must be issued by the custodian bank with its registered office in a member state of the European Economic Area or in a full member state of the OECD and must include the following details:

• • information on the issuer: name/company name and address or a code used between banks (SWIFT code);

• • information on the shareholder: name/company name, address, date of birth in case of natural persons or, if applicable, designation of company register and registration number in case of legal persons;

• • information on the shares: number of shares (ISIN AT0000652011) held by the shareholder;

• • securities account number or other identification;

• • the point in time or time period to which the deposit certificate relates to.

The deposit certificate proving ownership of shares for participation at the Annual General Meeting must refer to the end of the record date of 8 May 2022 (24:00 hours CEST).

In accordance with the final sentence of sec 10a (1) Stock Corporation Act (AktG), Erste Group Bank AG shall also accept certificates evidencing the ownership of shares (deposit certificates) issued by legal persons authorised as depositaries of these shares under Czech or Romanian law and by any company belonging to the group of Erste Group Bank AG that is a credit institution or has the authority to hold financial instruments in custody or manage financial instruments.

The deposit certificates must be submitted in German or in English.