Commentary & Deal Flow

IPTs: 6NC5: MS+140a

• Issuer: Erste & Steiermärkische Bank d.d. (Ticker: ERSTEO)
• LEI: 549300A2F46GR0UOM390
• Issuer Ratings: A- (stable) by Fitch
• Expected Issue Rating: A- by Fitch
• Status: The Notes constitute direct, unsecured and unsubordinated obligations of the Issuer and are intended to qualify as eligible liabilities instruments (within the meaning of point (a) of Article 72a(1) and Article 72b CRR with the exception of point (d) of Article 72b(2) CRR) of the Issuer for the MREL Requirement. In the event of a compulsory liquidation (in Croatian "prisilna likvidacija") of the Issuer, the obligations of the Issuer under the Notes (a) rank pari passu (subject to any applicable statutory changes in ranking and without prejudice to the aforesaid) (i) among themselves and (ii) with all other present or future unsecured and unsubordinated obligations of the Issuer which rank or are expressed to rank pari passu with the Issuer's obligations under the Notes; (b) rank senior to all present or future obligations under (i) Non-Preferred Senior Instruments and any obligations of the Issuer that rank pari passu with Non-Preferred Senior Instruments and (ii) all subordinated obligations of the Issuer; and (c) will be fully subordinated to the Issuer's Senior Ranking Obligations, so that in any such event no amounts will be payable in respect of the Notes until the Issuer's Senior Ranking Obligations have been satisfied in full.
• Format: Bearer, Classic Global Note
• Size: €400m (no-grow)
• Tenor: 6NC5
• Settlement / Issue Date: 27-May-26 (T+5)
• Optional Redemption Date: 27-May-31
• Maturity Date: 27-May-32
• IPTs: MS+140bps area
• Coupon: [●]% per annum from (and including) the Issue Date to (but excluding) the Reset Date, payable annually in arrears on 27 May each year, with the first interest payable on 27-May-27; act/act (ICMA) / following / unadjusted
• Reset Coupon: If not redeemed at the Optional Redemption Date (=Reset Date), Notes will reset to 3-month EURIBOR + [●]bps (3-month EURIBOR + original issue spread) p.a. from (and including) the Reset Date to (but excluding) the Maturity Date, payable quarterly in arrears on 27 August, 27 November, 27 February and 27 May, with the first interest payable on 27-Aug-31; act/360 / mod. following / adjusted
• Business Days: TARGET2 and Clearing Systems
• Documentation: Multi Issuer EMTN Programme consisting of the Securities Note dated 28-Nov-25 and Erste & Steiermärkische Bank d.d.'s Registration Document dated 28-Nov-25, as supplemented on 18-May-26. Documentation will be prepared by White & Case LLP as international dealer counsel
• Denoms/Listing/Law: EUR 100,000 + EUR 100,000 / Vienna Stock Exchange(Official Market) / German Law with Croatian Law status clause
• Clearing: OeKB / Euroclear / Clearstream
• Selling Restrictions: Reg S (Cat. 1), and as further set out in the Multi Issuer EMTN Programme
• Manufacturer target market: MiFID II/UK MiFIR professionals/ECPs-only / No PRIIPs KID or FCA Product Disclosure Sourcebook (DISC) disclosure document – Manufacturer target market (MiFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) or FCA Product Disclosure Sourcebook (DISC) disclosure document has been prepared as not available to retail in EEA or the UK. No sales to retail clients, as defined under MiFID II/UK MiFIR.
• Advertisement: This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Base Prospectus and the Final Terms, when published, will be available at: https://www.erstebank.hr/en/about-us/bonds
• Global Coordinator: Erste Group
• Joint Bookrunners: BNP PARIBAS, Erste Group (B&D) and Goldman Sachs Bank Europe SE
• Fees: The Banks will be paid a fee by the Issuer in respect of the placement of the Notes.
• Timing: Books open, today’s business