Report of the supervisory board

Dear shareholders,

In a financial year that was marked by geopolitical and trade tensions, Erste Group was very successful in its existing seven core markets in Central and Eastern Europe. Our geographic footprint in the fastest-growing region of Europe paid off once again. In the course of the year, loans to customers rose by 6.4% or nearly EUR 14 billion, to EUR 232 billion.

In January 2026, Erste Group successfully closed the acquisition of a 49% stake in Santander Bank Polska, which was announced in May 2025, thereby completing Europe’s largest cross-border banking sector acquisition in 20 years. With this acquisition, Erste Group now has a controlling interest in Poland’s third-largest bank in terms of total assets and has strengthened its position as the leading financial institution in Central and Eastern Europe, where we are now serving approximately 23 million customers.

To be able to offer its customers the best possible service and secure its competitive position over the long term, Erste Group is consistently looking to innovative technologies. The Supervisory Board has closely monitored and supported progress in the group-wide implementation of artificial intelligence. The long-term strengthening of our customers’ financial health remains a key priority. This is achieved by supporting businesses in transforming their business models and pursuing forward-looking investment and growth. Here again, innovative digital solutions are employed, such as a working capital simulation. Sustainability, social commitment and the green transition remain fundamental components of our corporate strategy.

The successful development of Erste Group is materially supported by its employees, who, as shareholders, can also participate in the success of the business. In 2025, the employee share programme “WeShare by Erste Group” again achieved high acceptance, with around 37,000 participants across the Group. In total, employees received approximately 800,000 Erste Group shares. The voting rights share of Erste Mitarbeiterbeteiligung Privatstiftung rose to 1.78%.

In 2025, the Supervisory Board of Erste Group underwent a significant renewal process. After many years of service as a member and chairman, Friedrich Rödler departed at the end of the annual general meeting on 21 May. Mariana Kühnel had resigned from her mandate already on 24 March. At the annual general meeting, Alois Flatz was re-elected, while Gabriele Semmelrock-Werzer and I were newly elected to the Supervisory Board. In the constitutive meeting following the annual general meeting, the Supervisory Board elected me as its new chairman. For me, it is a great honour and pleasure to take on this responsible position at this exciting stage of the company’s development. I thank you, dear shareholders, for the trust you are placing in me.

I would like to thank the Supervisory Board members who have left the board for their dedicated work and valuable contributions. My special thanks are due to my predecessor Friedrich Rödler. For more than 20 years, including 13 years as chairman, Friedrich Rödler shaped the work of the Supervisory Board with his extraordinary competence, foresight and impressive drive. On a personal level, I also wish to thank Friedrich Rödler for the exceptional support he provided to me during my onboarding.

At year-end, the Supervisory Board consisted of eighteen members: twelve shareholder representatives elected by the shareholders and six employee representatives delegated by the employees’ council. The members of the Supervisory Board bring extensive experience across a variety of industries and a wide range of professional knowledge, international experience, and practical expertise. At year-end 2025, the share of the underrepresented gender on the Supervisory Board – in Erste Group, this refers to men – was 44 per cent. We are thus not only meeting statutory requirements but even serve as a role model in the ATX.  

Regarding the composition and independence of the Supervisory Board, as well as the criteria for its independence, please refer to the consolidated corporate governance report prepared by the Management Board and reviewed by the Supervisory Board. The same applies regarding details on the Supervisory Board’s working procedures, the number and type of committees and their decision-making powers. The report also includes a detailed account of the Supervisory Board meetings and the main focus of its activities.

The work of the Supervisory Board is reflected in the number and quality of its meetings. In the 2025 financial year, the Supervisory Board of Erste Group Bank AG held a total of eight meetings. The Management Board briefed the Supervisory Board  in a timely and comprehensive manner, both in plenary and in committee meetings. The Supervisory Board fully performed its advisory and supervisory duties with an increased number of meetings, most notably of the strategy committee, and extensive reporting by the Management Board on the acquisition in Poland. The vast majority of Supervisory Board members attended all plenary and their respective committee meetings.

The well-established dialogue, conducted by the chair of the Supervisory Board and the heads of the IT, risk,  and audit committees, with representatives of the European Central Bank’s Joint Supervisory Team (JST), the Austrian National Bank, and the Financial Market Authority, was continued.

In addition, the Supervisory Board assessed the effectiveness of its own activities, its organisation and working practices, and conducted a self-evaluation in accordance with Rule 36 of the Austrian Code of Corporate Governance, with the support of an external consultant. The insights gained resulted in specific development measures. The previous executive committee was reorganised into a steering and coordination committee to improve efficiency in managing complex matters. The implementation of strategic initiatives was regularly discussed and monitored. The members of the Supervisory Board also met their obligation to engage in training and qualification activities as required for their mandates. The main focus of internal and external trainings was on ESG, digitalisation and sustainable finance. In addition, we examined potential proprietary transactions involving board members and management staff.

Collaboration with the Management Board was highly constructive throughout 2025 and marked by high quality. I specifically wish to highlight the close cooperation in connection with the acquisition in Poland.

In 2025, the annual general meeting of Erste Group Bank AG was held on Erste Campus for the first time. The annual general meeting resolved to distribute a dividend of EUR 3.00 per share, which was paid out on 28 May 2025. The Management Board was authorised until November 2027 to purchase own shares representing up to 10% of the share capital for securities trading. It was likewise authorised to purchase own shares representing up to 10% of the share capital and, with the consent of the supervisory board, to reduce the share capital by cancelling those shares. 

The financial statements and the management report, as well as the consolidated financial statements and the group management report for 2025, were audited by Sparkassen-Prüfungsverband, the legally mandated auditor, and by PwC Wirtschaftsprüfung GmbH, the elected supplementary auditor, and received an unqualified audit opinion. After having performed its own careful review, the Supervisory Board endorsed the findings of these audits and agreed to the Management Board’s proposal for appro-priation of the profit of the 2025 fiscal year. PwC Wirtschaftsprüfung GmbH was also mandated with the voluntary audit of the consolidated corporate governance report for 2025.

The Supervisory Board has approved the financial statements, and these have thereby been duly endorsed in accordance with section 96 para 4 of the Austrian Stock Corporation Act (Aktiengesetz). The management report, consolidated financial statements, group management report, sustainability statement and consolidated corporate governance report have also been reviewed by the Supervisory Board. These were accepted based on the audit reports received by the Supervisory Board. In accordance with mandatory rotation requirements, Erste Group Bank AG must appoint a new group auditor after ten years. The audit committee conducted the tender process. On 11 December 2025, the Supervisory Board resolved to propose to the annual general meeting Ernst & Young Wirtschaftsprüfungsgesellschaft m.b.H. as supplementary auditor in addition to Sparkassen Prüfungsverband and as auditor of the sustainability statement for the 2027 fiscal year.

With the 2025 fiscal year concluded positively, we are now looking ahead. The successful acquisition in Poland, the solid capital position and the continuing development of our strategic initiatives provide a sound basis for further profitable growth. The Supervisory Board will continue to work closely with the Management Board, supporting it in charting a course to enable the long-term success of Erste Group. At the same time, it will fulfil its oversight duties with the required independence and diligence.

On behalf of the entire Supervisory Board, I finally wish to thank the Management Board and all employees of Erste Group. In this challenging year, they reliably stayed by our customers’ side with great dedication, despite the additional workload resulting from the acquisition in Poland. To our new colleagues in Poland, we extend a very cordial welcome and look forward to a shared future and collaboration.

For the Supervisory Board

Gottfried Haber mp
Chairman of the Supervisory Board

Vienna, February 2026