BAWAG Group AG

Convocation to the Annual General Meeting

Shareholders' meeting according to article 107 section 3 AktG

Wien (pta033/14.03.2019/17:10) - -

BAWAG Group AG
Vienna, FN 269842 b
(the "Company" or "BAWAG")

CONVOCATION to the ANNUAL GENERAL MEETING of BAWAG Group
registered under FN 269842 b with the companies register held by the Commercial Court Vienna

which will be held on April 30, 2019, 11:00 a.m., Vienna Time,
Studio 44, Rennweg 44, 1038 Vienna

with the following Agenda:

1. Presentation of the approved annual financial statements together with the management report, the consolidated corporate governance report, the consolidated financial statements together with the consolidated management report, the proposal for a resolution on the appropriation of profit and the report of the Supervisory Board for the financial year 2018.

2. Resolution on the appropriation of profit.

3. Resolution on granting discharge to the members of the Management Board with regard to the financial year 2018.

4. Resolution on granting discharge to the members of the Supervisory Board with regard to the financial year 2018.

5. Appointment of the auditor and the group auditor for audit of the annual financial statements and the consolidated financial statements for the financial year 2020.

6. Resolution to authorize the Management Board
a. to acquire the Company's own shares pursuant to Section 65 Para 1 no 8 and Para 1a and 1b Austrian Stock Corporation Act (AktG) via the stock exchange, a public offer or over-the-counter, also with the exclusion of pro rata shareholder rights of re-purchase (reverse exclusion of subscription rights),
b. to decide on any other mode of transferring the Company's own shares pursuant to Section 65 Para 1b AktG, i.e. other than via the stock exchange or a public offer, while applying mutatis mutandis the rules on the exclusion of shareholder subscription rights,
c. to reduce the share capital by canceling these treasury shares with no further resolution of the General Meeting,
d. all of the above (a. through c.) whilst revoking the corresponding authorization in accordance with the resolution on item 3 of the agenda adopted by the General Meeting on September 15, 2017.

7. Resolution to reduce the Company's share capital by the way of cancelation of own shares to be acquired by the Company pursuant to Section 192 Para 3 AktG in conjunction with Section 65 Para 1 No 6 AktG from EUR 100,000,000.00 by up to EUR 20,000,000.00 to up to EUR 80,000,000.00, whereas the shares to be canceled may also be acquired with the exclusion of pro rata shareholder rights of re-purchase (reverse exclusion of subscription rights).