Erste Group Bank AG (Incorporated as a stock corporation in the Republic of Austria under registered number FN 33209 m) EUR 2,000,000,000 Additional Tier 1 Notes Programme Under this Programme (the "Programme"), Erste Group Bank AG (the "Issuer" or "Erste Group Bank”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue direct, unsecured and subordinated debt securities constituting Additional Tier 1 instruments pursuant to Article 52 of the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation, as amended from time to time, the "CRR"), as further specified in the relevant Final Terms (as defined herein) in the English language under German law (the "Notes"). The Programme foresees two different options of terms & conditions under which Notes may be issued depending on the type of distribution which applies to the Notes as specified in the Final Terms. Accordingly, the following types of Notes may be issued under the Programme: (i) Notes which commence with a fixed distribution rate which is superseded by a different fixed distribution rate (Option I), and (ii) Notes which commence with a fixed distribution rate which is superseded by a floating distribution rate (Option II). The Notes will have a perpetual term and a minimum denomination of EUR 100,000 (or the equivalent in other currencies). The aggregate principal amount of Notes outstanding (i.e. Notes not redeemed) will not at any one time exceed EUR 2,000,000,000 (or the equivalent in other currencies). This Prospectus (the "Prospectus") has been drawn up in accordance with Annexes XI and XIII of Commission Regulation (EC) No 809/2004 dated 29 April 2004, as lastly amended by Commission Regulation (EU) No 759/2013 dated 30 April 2013 (the "Prospectus Regulation") and has been approved by the Austrian Financial Market Authority (Finanzmarktaufsichtsbehörde, the "FMA") in its capacity as competent authority under the Austrian Capital Market Act (Kapitalmarktgesetz, the "KMG") for approval of this Prospectus. The accuracy of the information contained in this Prospectus does not fall within the scope of examination by the FMA under applicable Austrian law and the Prospectus Directive 2003/71/EC, as amended. The FMA examines the Prospectus only in respect of its completeness, coherence and comprehensibility pursuant to section 8a of the KMG. Application may be made for the Programme and/or the Notes to be admitted to the "Amtlicher Handel" (Official Market) and the "Geregelter Freiverkehr" (Second Regulated Market) (together, the "Markets") of the Wiener Börse (the "Vienna Stock Exchange"). References in this Prospectus to Notes being listed (and all related references) shall mean that such Notes have been admitted to trading on the Markets, each of which is a regulated market for the purposes of the Directive 2004/39/EC on markets in financial instruments, as amended ("MiFID"). Unlisted Notes may be issued pursuant to this Programme. The relevant Final Terms in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading on the Markets (or, upon provision of the competent authorities in other host Member States within the European Economic Area ("EEA") with a certificate of approval of the FMA attesting that this Prospectus has been drawn up in accordance with Article 5(4) of Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003, as amended (which includes the amendments made by the Directive 2010/73/EU, the "Prospectus Directive"), any other market and/or stock exchange in such other Member State). Each Tranche (as defined herein) of Notes in bearer form will be represented on issue by a temporary global note in bearer form (a "temporary Global Note") or a permanent global note in bearer form (a "permanent Global Note" and each of the temporary Global Note and permanent Global Note, a "Global Note"). Global Notes will be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary") or with Oesterreichische Kontrollbank Aktiengesellschaft ("OeKB") or with a depositary on behalf of OeKB or with or on behalf of the Issuer. Tranches of Notes may be rated or unrated. Where a Tranche of Notes is rated, such rating will be specified in the relevant Final Terms. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Whether or not each credit rating applied for in relation to a relevant Tranche of Notes will be issued by a credit rating agency established in the European Union and registered under Regulation (EC) No 1060/2009, as amended (the "CRA Regulation") will be disclosed in the Final Terms. The European Securities and Markets Authority ("ESMA") is obliged to maintain on its website (www.esma.europa.eu) a list of credit rating agencies registered and certified in accordance with the CRA Regulation. This list must be updated within 5 working days of ESMA's adoption of any decision to withdraw the registration of a credit rating agency under the CRA Regulation. The ESMA website is not incorporated by reference into, nor does it form part of, this Prospectus. Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus. This Prospectus does not describe all of the risks of an investment in the Notes, but the Issuer believes that all material risks relating to an investment in the Notes have been described. Arranger Barclays Dealers Barclays Erste Group Bank AG Prospectus dated 23 June 2014 This Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive as amended (which includes the amendments made by the Directive 2010/73/EU to the extent implemented in the relevant Member State) and the KMG, and for the purpose of giving information with regard to the Issuer and its subsidiaries and affiliates taken as a whole (the "Erste Group") and the Notes which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. This Prospectus is to be read in conjunction with any supplement thereto and all documents which are incorporated herein by reference (see "Documents Incorporated by Reference" below). Such documents shall be incorporated in, and form part of this Prospectus, save that any statement contained in a document which is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall, except as so modified or superseded, not constitute a part of this Prospectus. Full information on the Issuer and any Tranches of Notes is only available on the basis of the combination of the Prospectus, as supplemented, and the relevant Final Terms. No person has been authorised to give any information or to make any representation other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or of Barclays Bank PLC (the "Arranger") or the Dealers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer or the Erste Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer or the Erste Group since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required to inform themselves about and to observe any such restriction. For a description of restrictions applicable in certain jurisdictions see "Selling Restrictions". The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may include Notes in bearer form that are subject to US tax law requirements. The Notes may not be offered, sold or delivered within the United States or to US persons except in certain transactions permitted by US tax regulations and the Securities Act. For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Subscription and Sale". This Prospectus does not constitute an offer of, or an invitation by or on behalf of any of the Issuer, the Arranger or the Dealers to subscribe for, or purchase, any Notes. Neither the Arranger nor the Dealers have independently verified the information contained in this Prospectus. None of the Arranger or the Dealers makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus.