Commentary & Deal Flow

IPTs: PerpNC7.3: 6.125-6.250%

• Issuer: Erste Group Bank AG (Ticker: ERSTBK, Country: AT)
• LEI: PQOH26KWDF7CG10L6792
• Instrument: EUR Undated Fixed to Fixed Resettable AT1 Notes
• Issuer Rating: Aa3 / A+ / A+ (positive/positive/stable) (Moody’s/S&P/Fitch)
• Expected Issue Rating: BBB- by S&P
• Status & Ranking: Direct, unsecured and subordinated obligations of the Issuer, (a) junior to (inter alia) all present and future unsubordinated instruments or obligations and Tier 2 instruments and instruments or obligations of the Issuer which rank senior to Tier 2 instruments, (b) pari passu among themselves and with all other present or future AT1 instruments and (c) senior to (inter alia) all present and future ordinary shares and any other CET1 instruments and other subordinated instruments or obligations of the Issuer ranking or expressed to rank pari passu with the ordinary shares of the Issuer and any other CET1 instruments.
• Form: Reg S Bearer for Austrian law purposes
• Currency / Size: EUR Benchmark
• Tenor: Perpetual NC7.3
• Pricing Date: 22-Jun-26
• Issue Date: 29-Jun-26 (T+5)
• First Call Date: 15-Apr-33
• First Reset Date: 15-Oct-33
• IPTs: 6.125-6.250%
• Distribution: Fixed rate of [●]% p.a. on the Current Principal Amount payable semi-annually in arrear on each Distribution Payment Date from (and including) the Distribution Commencement Date to (but excluding) the First Reset Date. Thereafter, reset on each Reset Date based on the sum of the prevailing 5-year mid-market swap rate plus [●]bps (being equal to the initial credit spread determined at pricing with no step up or other incentive to redeem) on the Current Principal Amount (converted to a semi-annual rate in a commercially reasonable manner), payable semi-annually in arrear on each Distribution Payment Date. "Reset Date" means the First Reset Date and each 5th anniversary thereof for as long as the Notes remain outstanding. "Reset Determination Date" means the second T2 Business Day prior to any Reset Date.
• Distribution Payment Dates: 15 April and October in each year, commencing 15-Oct-26 (short first coupon)
• Day Count Fraction: Actual/Actual (ICMA)
• Business Day Convention: Following Business Day Convention, unadjusted
• Business Days: T2 and Clearing Systems
• Cancellation of Distribution: The Issuer may at all times elect to cancel at its full discretion, in whole or in part, any payment of distributions on any Distribution Payment Date for an unlimited period and on a non-cumulative basis. Without prejudice to such full discretion of the Issuer, any payment of distributions on any Distribution Payment Date (and any Additional Amounts thereon) shall be excluded and cancelled mandatorily and automatically: (i) to the extent that the distribution and any Additional Amounts thereon together with any additional Relevant Distributions would exceed the available Distributable Items; or (ii) if and to the extent that the Competent Authority orders that all or part of the relevant distribution payment be cancelled; or (iii) if and to the extent another prohibition or restriction of distributions, or of such distribution when aggregated with any other Relevant Distributions, is imposed by law or any authority or any other restriction to make distributions exists under Applicable Supervisory Regulations, including but not limited to any limit resulting from any Maximum Distributable Amount and M-MDA/L-MDA as applicable.
• Trigger Event and Write Down: If it has been determined that: (i) the Group CET 1 Capital Ratio; and/or (ii) the Issuer CET 1 Capital Ratio has fallen to an amount that is lower than 5.125%, unpaid distributions accrued on the Current Principal Amount to but excluding the Write-Down Effective Date will be cancelled and the Issuer will (without the need for consent of Holders) reduce the Current Principal Amount of each Note by the relevant Write-down Amount with effect from the Write-Down Effective Date.
• Write Up: The Issuer may, at its sole discretion, write up the Current Principal Amount in whole or in part up to a maximum of the Original Principal Amount, provided that a positive Profit has been recorded for each of the Issuer and the Erste Regulatory Group, and subject to certain limitations.
• Optional Redemption: The Issuer may redeem the Notes in whole, but not in part at the Redemption Amount on (i) each Business Day during the period from and including 15-Apr-33 to but excluding the First Reset Date (six months par call); and (ii) the First Reset Date; and (iii) each Distribution Payment Date following the First Reset Date, subject to the conditions to redemption and repurchase including prior permission of the Competent Authority.
• Clean up Call: Yes (75%), subject to conditions described in the prospectus
• Tax / Regulatory Call: Yes, subject to conditions described in the prospectus
• Documentation: The Issuer will issue the Notes under its Additional Tier 1 Notes Programme dated 13-Nov-25, consisting of the securities note dated 13-Nov-25 (the "Securities Note") and the registration document dated 10-Jun-25 (the "Registration Document"), each as supplemented.
• Denoms/Listing/Law: EUR 200,000 + EUR 200,000 / Vienna (Official Market) / Austrian Law
• Clearing: Euroclear / Clearstream / OeKB
• ISIN / Common code: AT0000A3VRR8 / [●]
• Joint Lead Managers: Citi, Credit Agricole CIB, Erste Group Bank AG (B&D), Goldman Sachs Bank Europe SE, Morgan Stanley, Société Générale
• Target Market: MiFID II product governance - professionals/ECPs-only (all distribution channels) / No EU PRIIPs KID or UK disclosure document required by the FCA Product Disclosure Sourcebook (DISC) will be prepared as not available to retail in the EEA or the UK / FCA CoCo restriction.
• Sales Restrictions: There are selling restrictions in relation to the EEA, the United Kingdom, the United States, Japan, Canada, Italy, Switzerland, Singapore and Hong Kong as described in the prospectus
• Advertisement: This announcement is an advertisement for the purposes of Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). The Registration Document, the Securities Note, and any supplement are available for viewing at and when published the Final Terms will be available for viewing at https://www.erstegroup.com/en/about-us/erste-group-issues/prospekte/anleihen
• Timing: Books open, today’s business