Erste Group Bank AG

INVITATION TO TENDER NOTES FOR REPURCHASE FOR CASH - Seite 2

It is expected that tender instructions may be delivered during the period from 1 October 2014 (the "Commencement Date") to 21 October 2014, 3.00 p.m. (CET) (the "Expiration Date").

Noteholders should consider that the relevant deadline to tender Notes via their depositary bank may terminate earlier than the Expiration Date. Detailed terms and conditions of the Invitation are specified in the Tender Offer Memorandum and the Rückkauf-Memorandum, respectively. Terms used hereinafter shall have the same meaning as assigned to such terms in the Tender Offer Memorandum.

Reasons for the Invitation The Notes which are subject to the repurchase constitute supplementary capital (Ergänzungskapital) which is only partially recognised as tier 2 capital pursuant to Art 63 of the Capital Requirements Regulation (CRR). The aim of the Invitation to tender Notes for repurchase is to optimise the capital structure of the Issuer. Moreover, the Invitation offers an exit from the investment for Noteholders as from today's perspective a complete or partial non-payment of interest payments on the Notes in 2015 for the business year 2014 cannot be ruled out completely.

Procedures for participating in the Invitation The Issuer will only accept tenders for a repurchase of Notes in the context of the Invitation by way of the submission of valid Tender Instructions in accordance with the procedures set out in chapter 5 ("Verfahren für die Annahme der Einladung") of the Rückkauf-Memorandum with regard to AT-Notes and in accordance with the procedures set out in chapter 5 ("Procedures for Accepting the Invitation") of the Tender Offer Memorandum with regard to XS-Notes. To tender Notes in the course of the Invitation, a Noteholder should deliver, or arrange to be delivered on its behalf, a valid Tender Instruction that is received within the Offer Period by the Issuer with respect to AT-Notes and by the Tender Agent with respect to XS-Notes. The deadlines set by the Issuer and/or the Tender Agent for the submission and revocation of Tender Instructions may be earlier than the relevant deadlines specified in the Tender Offer Memorandum and the Rückkauf-Memorandum, respectively.

The tendering of Notes for repurchase by a Noteholder will be deemed to have occurred upon receipt by the Issuer (with regard to AT-Notes) or the Tender Agent (with regard to XS-Notes) of a valid Tender Instruction. Noteholders must take appropriate steps so that no transfers may be effected in relation to such Notes at any time after the date of submission of such Tender Instruction.