BAWAG Group AG

Convocation to the Annual General Meeting - Seite 2

The right to attend the General Meeting and to exercise the voting rights and further shareholder rights which may be exercised in the course of the General Meeting depends on the share ownership at the end of the tenth day prior to the day of the General Meeting, and thus on April 27, 2018, 12:00 p.m., Vienna Time (Record Date).

Only shareholder who are capable of evidencing to the Company their share ownership on the Record Date have the right to attend the General Meeting. Share ownership on the Record Date must be verified by submitting a deposit certificate pursuant to Sec 10a of the Stock Corporation Act (AktG).

The deposit certificate must be received by the Company by no later than on the third working day prior to the General Meeting, and thus on May 2, 2018 at the latest, through one of the following communication channels and addresses, respectively, pursuant to point 10.3.4 of the Articles of Association of the Company:

by fax: [phone]

by SWIFT: BAWAATWW (Message Type MT598 or Type MT599, by indicating ISIN AT0000BAWAG2 in the text in any case)

by e-mail: [e-mail] (scanned deposit certificate, e.g. PDF format, as attachment)

by mail/courier: HV-Veranstaltungsservice GmbH, Köppel 60, 8242 St. Lorenzen am Wechsel, Austria

3. Deposit Certificate

The deposit certificate must be issued by the custodian bank with its seat in a member state of the European Economic Area or in a full member state of the OECD and shall include the following details (Sec 10a (2) of the Stock Corporation Act (AktG)):

- 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, as the case may be, in case of legal persons, designation of company register and registration number with which the legal person is registered in its home state,
- securities account number or other identification of securities account,
- information on the shares: number of shares held by the shareholder, ISIN AT0000BAWAG2 (internationally used securities identification number),
- term or period, to which the deposit certificate relates.

The deposit certificate will be accepted in German or English. Pursuant to point 10.3.3. of the Articles of Association of the Company it may not be older than seven days upon receipt by the Company.

4. Notice on Shareholder Rights

4.1. Request for agenda items by shareholders (Sec 109 of the Stock Corporation Act (AktG)

Pursuant to Sec 109 of the Stock Corporation Act (AktG) shareholders whose shares total at least 5% of the registered capital, individually or in aggregate, may request (to the Company in writing) that items are added to the agenda of this General Meeting and are published. "In writing" means handwritten signature or company subscription by any applicant or, if by e-mail, with a qualified electronic signature. Each agenda item submitted must be accompanied by a proposed resolution (also in German language) and a justification thereof.