Bancherul - BANCI / ENGLISH / Erste Group welcomes the outcome of the SIF Oltenia and SIF Muntenia shareholders' meetings

"We welcome the outcome of the SIF Oltenia and SIF Muntenia shareholders' meetings which allow for the transaction with Erste to go forward", said Erste Group in a statement.

"It's a good decision for the long term investment strategy of the SIFs and therefore as well for the SIFs shareholders. They are buying into a company that offers a broader range of opportunities in mature and as well emerging markets. We are pleased that also SIF Moldova shareholders gave their management the possibility to join the
transaction with EGB, this allows for a consistent way to go forward for all parties involved - SIFs, BCR and Erste Group, considering also that the terms of the agreement proposed to all SIFs are identical",
stated Manfred Wimmer (foto), Chief Financial Officer, Erste Group.

Erste Group Bank AG (Erste Group) announced on Sept. 14th that it has reached an agreement in principle with four of the five SIF minority shareholders in Banca Comerciala Romana (BCR) – SIF Banat
Crisana, SIF Transilvania, SIF Muntenia and SIF Oltenia (participating SIFs) – whereby Erste Group will acquire their 24.12% stake or 2,618,286,036 shares in BCR. Subject to the successful completion of the respective SIF corporate approval processes, the acquisition will be carried out in a series of transactions. SIF Moldova has the possibility to enter into the same agreement.

The financial terms of the transaction are as follows:

· Erste Group shares for up to 2,060,418,750 BCR shares at an exchange ratio of 1:127.9583
· Cash for up to 424,190,702 BCR shares at a price of RON 1.0385 per share
· Cash for up to 133,676,584 2011 profit shares (shares issued in 2011 in lieu of a cash dividend for the 2010 business year) at nominal value of RON 0.1 per share

For those shares not tendered in 2011, the participating SIFs will be granted a put option for 2012 and 2013 at the terms of the current offer. Subsequent to the completion of the transaction, Erste Group’s
participation in BCR is set to increase to 93.52%.