PTA-CMS

BAWAG Group AG: Publication pursuant to Section 119 Para 9 Stock Exchange Act in conjunction with Section 2 Publication Ordinance

Announcement according to article 119 section 9 BörseG

Vienna (pta042/30.04.2019/19:50) - -
BAWAG Group AG
Vienna, FN 269842 b
(" Company")
AT0000BAWAG2

Publication of the resolutions passed by the General Meeting held on 30 April 2019 regarding
(i) the authorization to acquire and transfer the company's own shares pursuant to Section 65 Para 1 no 8 and Para 1a and 1b Austrian Stock Corporation Act ("AktG")
(ii) the reduction of the share capital by the way of redemption of own shares pursuant to Section 192 Para 3 AktG to be acquired according to Section 65 Para 1 No 6 AktG
(Publication pursuant to Section 65 Para 1a AktG and Section 119 Para 9 Stock Exchange Act in conjunction with Section 2 Publication Ordinance [ Veröffentlichungsverordnung ] )

The Company's Annual General Meeting held on 30 April 2019 passed the following resolutions regarding the repurchase of own shares:

(i) Authorization pursuant to Section 65 Para 1 no 8 and Para 1a and 1b AktG:

"a. The Management Board shall be authorized for a period of 30 months from the date of today's resolution in accordance with Section 65 Para 1 no 8 and Para 1a and 1b AktG to acquire own shares of the Company.

The consideration to be paid per share when acquiring shares must not be lower than EUR 1.00 (= calculated proportion of the share capital) and must not be more than 30 percent above the volume weighted average price of the last 20 trading days preceding the respective purchase; in the event of a public offer, the reference date for the end of this period shall be the day on which the intention to launch a public offer has been announced (Section 5 Paras 2 and 3 Austrian Takeover Act ("ÜbG")). The Management Board is authorized to determine the repurchase conditions.

The Management Board may exercise this authorization within the statutory limits on the maximum number of own shares either once or on several occasions, provided that the percentage amount of the share capital of the Company relating to shares held by the Company on account of this authorization or otherwise does not exceed 10 percent of the share capital at any time. Repeated exercise of this authorization is permissible. Also, it may be exercised for one or several purposes by the Company, by a subsidiary (Section 189a no 7 of the Commercial Code) or by third parties acting on behalf of the Company.