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Erste Group Bank - AGM 15 May 2019

Item 4: Since there is no vote on Management Board members' remuneration in Austria, we take the opportunity to voice our concerns regarding the remuneration system currently in place at Erste Group Bank which we consider has several shortcomings: The target amounts for the performance-linked remuneration have not been disclosed and the performance criteria and their weighting are insufficiently disclosed. Furthermore, there is no separate long-term incentive (LTI) in place for Management Board members. Although we consider the absolute amounts paid to the Management Board members as acceptable, we urge the Supervisory Board to review the remuneration system and bring it in line with international standards. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's Remuneration Committee, Friedrich Rödler. As the discharge is proposed in a bundled resolution, however, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

Items 7b and 7e: We recommend to oppose the (re-)election of Matthias Bulach and Gunter Griss to the Supervisory Board due to our concerns over the insufficient independent representation on the Board.

Items 8, 9 and 10: We recommend to oppose three share repurchase authorisations as they permit shares to be repurchased at a premium exceeding 10% to market price which we consider as being detrimental to shareholders.

Erste Group Bank

Erste Group is a financial services provider based in Austria. As of Dec 31 2015, Co.'s total assets amounted to Euro199,743 million and the number of customers was approximately 16.5 million. Co.'s key business is the retail business, covering the entire spectrum from lending, deposit and investment products to current accounts and credit cards. In addition to providing financial services to private individuals, Co.'s core activities also include advisory services and support for corporate clients in financing, investment and access to international capital markets, public sector funding and interbank market operations.


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