Erste Group Bank AG

INVITATION TO TENDER NOTES FOR REPURCHASE FOR CASH - Seite 3

Noteholders whose Notes are held via Euroclear or Clearstream must arrange for a Direct Participant of Euroclear or Clearstream through which they hold the relevant Notes to submit a Tender Instruction on their behalf to Euroclear or Clearstream prior to the Expiration Date. Only Direct Participants of Euroclear or Clearstream may submit Tender Instructions to Euroclear or Clearstream.

Tender Instructions regarding Notes which are held via Euroclear or Clearstream must include: (a) irrevocable instructions to: (i) block the Notes tendered for repurchase and to block any attempt to transfer the Notes prior to the Settlement Date; and (ii) debit the Noteholder's account on the Settlement Date in respect of all the Notes tendered by such Noteholder or in respect of such lesser portion of Notes as is accepted pursuant to the Invitation upon receipt of an instruction from the Issuer and/or the Tender Agent, subject in any case to the automatic withdrawal of the irrevocable instructions in the event that the Invitation is terminated by the Issuer prior to the Expiration Date, as notified immediately to Euroclear and Clearstream by the Issuer and/or Tender Agent; and (b) an authorisation to disclose to the Issuer and/or Tender Agent the name of the direct account holder and information of the forgoing instructions.

By accepting the Invitation in this manner, Noteholders will be deemed to have acknowledged that they have received a Rückkauf-Memorandum or a Tender Offer Memorandum and agree to be bound by the terms of the Invitation and that the Issuer (with regard to AT-Notes) and/or the Tender Agent (with regard to XS-Notes) may enforce such agreement against such Noteholder.

WARNING: The Tender Instructions must be delivered and received by Euroclear and Clearstream in accordance with the procedures and on or prior to the deadlines established by the Rückkauf-Memorandum regarding AT-Notes and the Tender Offer Memorandum regarding XS-Notes). Noteholders are responsible for informing themselves of those deadlines and for arranging the due and timely delivery of Tender Instructions to Euroclear and/or Clearstream.

Indicative Timetable Date and time Event 1 October 2014 Commencement Date

21 October 2014, 3.00 pm (CET) Expiration Date Deadline for the valid receipt of all Tender Instructions by the Issuer (regarding AT-Notes) and/or the Tender Agent (regarding XS-Notes).

As soon as reasonably possible after the Expiration Date. Results Announcement Date Announcement of the aggregate principle amount of Notes (if any) accepted for repurchase and of the aggregate Repurchase Price.