PTA-CMS: Erste Group Bank AG: Framework programme for Erste Group share transactions by savings banks of the Haftungsverbund

11/14/2014, 5:35 PM (Source: pressetext)
Vienna (pta026/14.11.2014/17:35) - The Haftungsverbund regulates the co-operation of the Austrian savings banks and provides the legal framework for all savings banks of the Haftungsverbund to be consolidated in Erste Group's financial statements, as defined by section 59 of the Austrian Banking Act (BWG).

Announcement according to article 82 section 9 BörseG

Vienna (pta026/14.11.2014/17:35) - The Haftungsverbund regulates the co-operation of the Austrian savings banks and provides the legal framework for all savings banks of the Haftungsverbund to be consolidated in Erste Group's financial statements, as defined by section 59 of the Austrian Banking Act (BWG).

The Haftungsverbund agreement allows Erste Group Bank AG to exercise control over all savings banks of the Haftungsverbund, which are therefore considered associated companies within the scope of section 228 (3) of the Austrian Commercial Code (UGB). Consequently, Erste Group shares owned by these savings banks are regarded as treasury shares within the scope of section 65 of the Stock Corporation Act (AktG). As a result transactions in Erste Group shares by these savings banks are subject to enhanced approval and disclosure requirements.

Based on the authorisation granted by the General Meeting of 16 May 2013 (valid until 15 May 2018) for the purchase of own shares in accordance with section 65 (1 no. 8, 1a, 1b) of the Stock Corporation Act (AktG), on 14 November 2014 the management board of Erste Group Bank AG, subject to the approval of the supervisory board, adopted the resolution on the framework programme for the envisaged disposal and purchase of Erste Group Bank AG shares by the savings banks considered associated companies within the meaning of section 228 (3) UGB and whose shares in Erste Group Bank AG are thus considered own shares within the meaning of section 65 of the AktG.

According to this resolution, up to 10,000,000 shares of Erste Group (2.33% of the share capital) may be sold under the disposal programme during the period from 12 December 2014 to 15 May 2018, and up to 10,000,000 shares of Erste Group may be bought under the purchase programme during the period from 12 December 2014 and 15 November 2015.

Details on the disposal programme

1. Day on which the authorisation was granted by the General Meeting: 16 May 2013

2. Day and mode of publication of this resolution by the General Meeting: publication on 17 May 2013 via electronic information dissemination systems in accordance with section 82 (8) Austrian Stock Exchange Act (BörseG)

3. Start and expected duration of the programme for the disposal of own shares: 12 December 2014 to 15 May 2018

4. Class of shares: voting no-par value bearer shares (ordinary shares) in Erste Group Bank AG

5. Maximum volume: in total up to 10,000,000 shares
Share capital percentage of shares to be sold: 2.33%

6. Highest and lowest price to be achieved per share: EUR 2 per share shall constitute the lowest consideration and EUR 120 shall be the maximum consideration

7. Mode and purpose of sale of own shares: on the stock exchange and also by means other than the stock exchange in the form of (1) a purchase by or a contribution into Sparkassen Beteiligungs GmbH & Co KG, or (2) a sale to the foundations of the savings banks and the "Anteilsverwaltungssparkassen", with the aim to strengthen the group structure and the co-operation with the savings banks

8. Effects of the disposal programme on the listing of Erste Group Bank AG-shares: none

9. Number and distribution of share options to be granted or already granted to employees, senior staff and the individual board members in the company or in an associated company, stating the number of purchasable shares, if the issuer is planning to grant share options within the deadline defined under
sec 65 (1 no. 8) or has already done so: 0 (nil)

Details on the purchase programme

1. Day on which the authorisation was granted by the General Meeting: 16 May 2013

2. Day and mode of publication of this resolution by the General Meeting: publication on 17 May 2013 via electronic information dissemination systems in accordance with section 82 (8) Austrian Stock Exchange Act (BörseG)

3. Start and expected duration of the programme for the purchase of own shares: 12 December 2014 to 15 November 2015.

4. Class of shares: voting no-par value bearer shares (ordinary shares) in Erste Group Bank AG

5. Maximum volume: in total up to 10,000,000 shares
Share capital percentage of shares to be bought: 2.33%

6. Highest and lowest price to be achieved per share: EUR 2 per share shall constitute the lowest consideration and EUR 120 shall be the maximum consideration

7. Mode and purpose of purchase of own shares: on the stock exchange and also by means other than the stock exchange in the form of a purchase from the foundations of the savings banks, with the aim to strengthen the group structure and the co-operation with the savings banks

8. Effects of the purchase programme on the listing of Erste Group Bank AG-shares: none

9. Number and distribution of share options to be granted or already granted to employees, senior staff and the individual board members in the company or in an associated company, stating the number of purchasable shares, if the issuer is planning to grant share options within the deadline defined under
section 65 (1 no. 8) or has already done so: 0 (nil)

Any changes to the disposal or purchase programme and the transactions implemented shall be published on the Erste Group Bank AG website at http://www.erstegroup.com/en/Investors in compliance with section 5 (4) Publication Ordinance (VeröffentlichungsVO).

The resolution has no effect on any trading of shares in Erste Group Bank AG in securities trading (authorisation pursuant to section 65 (1 no. 7) AktG).

(end)

emitter: Erste Group Bank AG
address: Milchgasse 1, 1010 Wien
country: Austria
contact person: Thomas Sommerauer/ Gerald Krames
phone: + 43 (0)5 0100 - 17741
e-mail: investor.relations@erstegroup.com
website: www.erstegroup.com

ISIN(s): AT0000652011 (share)
stock exchanges: official trade in Vienna

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