BAWAG : Erster Nachtrag 2023

First Supplement dated 25 April 2023 to the Base Prospectus dated 3 April 2023

This first supplement (the "First Supplement") constitutes a supplement within the meaning of Article 23 paragraph 1 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") relating to two base prospectuses: (i) the base prospectus of BAWAG Group AG ("BAWAG", together with its consolidated subsidiaries, including BAWAG P.S.K. (as defined herein) "BAWAG Group") in respect of non-equity securities within the meaning of Article 2 point (c) of the Prospectus Regulation ("Non-EquitySecurities") and (ii) the base prospectus of BAWAG P.S.K. Bank für Arbeit und Wirtschaft und Österreichische Postsparkasse Aktiengesellschaft ("BAWAG P.S.K.", together with its consolidated subsidiaries, "BAWAG P.S.K. Group" and BAWAG and BAWAG P.S.K. the "Issuers" and each an "Issuer") in respect of Non-Equity Securities (together, the "Debt Issuance Programme Prospectus" or the "Base Prospectus").

BAWAG Group AG	BAWAG P.S.K. Bank für Arbeit und Wirtschaft und
	Österreichische Postsparkasse Aktiengesellschaft
Vienna, Republic of Austria	Vienna, Republic of Austria
- Issuer -	- Issuer -
	Debt Issuance Programme
	(the "Programme")

The Issuers have requested the Commission de Surveillance du Secteur Financier of the Grand Duchy of Luxembourg (the "CSSF") in its capacity as competent authority under the Luxembourg act relating to prospectuses for securities securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en œuvre du règlement (UE) 2017/1129), as amended (the "Luxembourg Law") to approve this First Supplement and to provide the competent authorities in the Federal Republic of Germany and the Republic of Austria with a certificate of approval attesting that the First Supplement has been drawn up in accordance with the Prospectus Regulation (the "Notification"). The Issuer may request the CSSF to provide competent authorities in additional host Member States within the European Economic Area with a Notification.

This First Supplement has been prepared following the publication of BAWAG's quarterly financial information and in order to account for recent regulatory requirements for own funds and eligible liabilities instruments and to add some further recent developments.

The Prospectus was published on 3 April 2023, in accordance with Article 21 paragraph 2 of the Prospectus Regulation in electronic form on the website of the BAWAG Group AG (www.bawaggroup.com). This First Supplement will also be published in accordance with Article 23 paragraph 1 and Article 21 paragraph 2 of the Prospectus Regulation in electronic form on the website of BAWAG Group AG (www.bawaggroup.com) and will be available free of charge at the specified offices of the Issuers.

This First Supplement has been approved by the CSSF, has been filed with said authority and will be published in electronic form on the website of the Luxembourg Stock Exchange (www.luxse.com) and on the website of BAWAG Group (www.bawaggroup.com).

This First Supplement should only be distributed in connection with the Base Prospectus. It should only be read in conjunction with the Base Prospectus.

Each Issuer accepts responsibility for the information contained in this First Supplement and hereby declares, that having taken all reasonable care to ensure that such is the case, the information contained in this First Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

To the extent that there is any inconsistency between (a) any statement in this First Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus which is capable of affecting the assessment of Notes issued under the Programme since the publication of the Base Prospectus.

Terms defined or otherwise attributed meanings in the Base Prospectus have the same meaning in this First Supplement.

In accordance with Article 23 paragraph 2 of the Prospectus Regulation, investors who had already agreed to purchase or subscribe for the securities before the supplement was published and where the securities had not yet been delivered to the investors at the time when the significant new factor, material mistake or material inaccuracy arose or was noted, have the right, exercisable within two working days after the publication of this Supplement, to withdraw their acceptances. The final date of the right of withdrawal will be 27 April 2023. Investors should contact BAWAG Group's head of investor relations ([e-mail]) for the exercise of the right of withdrawal.

This First Supplement may only be used for the purpose for which it has been published as set out below. This First Supplement may not be used for the purpose of an offer or solicitation by and to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such an offer or solicitation.

This First Supplement does not constitute an offer or an invitation to subscribe for or purchase any of the Notes.

2

The following changes are made to the Base Prospectus:

1. In the section "7.3.2 Recent developments and outlook", the second paragraph under the sub-heading "Recent funding activities" on page 295 of the Base Prospectus shall be deleted and replaced by the following information:
   "On the back of EUR 1.0 billion mortgage covered bond issuances in 2019, BAWAG P.S.K. issued notes covered by a mortgage-backed pool of assets in the amount of EUR 500 million and EUR 750 million under the Programme in the first and third quarter 2020, respectively, followed by further issuances: notes covered by a mortgage-backed pool of assets in the amount of EUR 500 million in the fourth quarter 2020 (both with 0.01% coupon), notes covered by a mortgage-backed pool of assets in the amount of EUR 500 million in the first quarter 2021 (due 2041 with 0.0375% coupon), notes covered by a mortgage-backed pool of assets in the amount of EUR 500 million in the second quarter 2021 (due 2031 with 0.100% coupon), notes covered by a mortgage-backed pool of assets in the amount of EUR 500 million in the third quarter 2021 (due 2029 with 0.01% coupon), notes covered by, a mortgage- backed pool of assets in the amount of EUR 500 million in the first quarter 2022 (due 2032 with 0.25% coupon), notes covered by a mortgage-backed pool of assets in the amount of EUR 750 million in the second quarter 2022 (due 2028 with 1.125% coupon), notes covered by a mortgage-backed pool of assets in the amount of EUR 750 million in the second quarter 2022 (due 2030 with 1.750% coupon), notes covered by a mortgage-backed pool of assets in the amount of EUR 1,250 million in the third quarter 2022 (due 2032 with 2.000% coupon), senior preferred notes in the amount of CHF 125 million also in the third quarter 2022 (due 2025 with 2.870% coupon), senior preferred notes in the amount of EUR 25 million in the fourth quarter 2022 (due 2026 with 4.085% coupon), senior preferred notes in the amount of CHF 175 million also in the fourth quarter 2022 (due 2027 with 2.955% coupon), notes covered by a mortgage-backed pool of assets in the amount of EUR 750 million also in the fourth quarter 2022 (due 2027 with 3.000% coupon), notes covered by a mortgage-backed pool of assets in the amount of EUR 800 million in the first quarter 2023 (due 2029 with 3.125% coupon), notes covered by a mortgage-backed pool of assets in the amount of CHF 140 million also in the first quarter 2023 (due 2026 with 1.585% coupon), notes covered by a mortgage-backed pool of assets in the amount of EUR 20 million also in the first quarter 2023 (due 2028 with a floating rate), green senior preferred notes in the amount of EUR 500 million also in the first quarter 2023 (due 2027 with 4.125% coupon) and notes covered by a mortgage-backet pool of assets in the amount of EUR 50,000,000 in the second quarter 2023 (due 2029 with 3.125% coupon)."

2. In the section "7.3.1 Statement of no material adverse change / significant changes" on page 294 to 295 of the Base Prospectus, the second paragraph shall be deleted and replaced by the following information:

1. "There has been no significant change in the financial performance of BAWAG Group since 31 March 2023, the end of the last financial period for which financial information has been published, to the date of this Base Prospectus."

2. In the section "7.7 Significant change in the financial position of BAWAG GROUP", the first paragraph on page 299 of the Base Prospectus shall be deleted and replaced by the following information:
   "No significant change in the financial position of BAWAG Group has occurred since 31 March 2023."
3. The section "9.4.2 Asset decomposition and asset split by region" on page 311 of the Base Prospectus shall be supplemented by the following information:
   "Asset decomposition as of 31 March 2023
   The following table provides an overview of the asset decomposition of BAWAG Group's segments Retail & SME and Corporates, Real Estate & Public Sector:

Asset decomposition

(in € million)

Retail & SME

Housing loans..............................

Consumer and SME ....................

Total ...........................................

Corporates, Real Estate & Public

Sector

Corporates1) .................................

Real Estate ..................................

Public Sector ...............................

31 March 2023

(unaudited)

15,796

6,386

22,182

3,838

5,669

4,311

3

Asset decomposition

Short-term/money market

lending1) ......................................

Total ...........................................

31 March 2023

486

14,304

1. Until 30 June 2021, the sub-category was reported within the sub-categories "Corporates" and "Public Sector".

Source: Company information.

Asset split by region as of 31 March 2023

The following table provides an overview of the asset split by region of BAWAG Group's segments Retail & SME and Corporates, Real Estate & Public Sector:

Asset split by region

(in € million)

Retail & SME

DACH/NL.....................................

Western Europe / USA.................

Total ...........................................

Corporates, Real Estate & Public

Sector

DACH/NL.....................................

Western Europe / USA.................

Total ...........................................

31 March 2023

(unaudited)

20,115

2,067

22,182

6,645

7,659

14,305

Source: Company information."

5. In the section "10.1.3 Selected financial information" on pages 314 to 318 of the Base Prospectus, after the

sub-heading"Selected financial information for the financial years ended 31 December 2022 and 31 December 2021", a new sub-heading"Selected financial information for the three months period ended

31 March 2023" is inserted with the following information:

"The following tables show selected financial information of BAWAG Group that is taken from the internal reporting of BAWAG Group:

Financial position

(in € million)

Total assets

Cash reserves.....................................

Financial assets held for trading .........

Financial assets at fair value through

profit or loss .......................................

Fair value through other

comprehensive income ......................

Financial assets at amortised cost......

thereof: Customers .......................

Debt instruments .............

Credit institutions .............

Valuation adjustment on interest rate

risk hedged portfolios..........................

Hedging derivatives ............................

Tangible non-current assets................

Intangible non-current assets ..............

Tax assets for current taxes ................

Tax assets for deferred taxes..............

31 March 2023

(unaudited)

656

114

542

2,707

49,726

35,255

3,261

11,210

(562)

157

354

517

24

17

4

Financial position

Other assets .......................................

Non-current assets held for sale .........

Total assets .......................................

Average interest-bearing assets1) ...

Total liabilities...................................

Financial liabilities designated at fair

value through profit or loss ..................

Financial liabilities held for trading.......

Financial liabilities at amortized cost ...

thereof: Customers .......................

Issued bonds,

subordinated and

supplementary capital......

Credit institutions .............

Financial liabilities associated with

transferred assets ...............................

Valuation adjustment on interest rate

risk hedged portfolios..........................

Hedging derivatives ............................

Provisions ...........................................

Tax liabilities for current taxes .............

Tax liabilities for deferred taxes...........

Other obligations.................................

Total equity........................................

thereof: Equity attributable to the

owners of the parent (ex AT 1

capital) ............................................

AT 1 capital ......................

Non-controlling interests ...

Total liabilities and equity ................

31 March 2023

256

5

54,513

43,290

50,687

169

597

48,515

32,249

11,885

4,381

396

(800)

238

283

81

85

1,122

3,827

3,356

471

0

54,513

1. Average interest-bearing assets as of the end of a quarterly period ending on the dates shown in the table above are calculated by adding the amount of interest-bearing assets as of the end of such quarterly period and the amount of interest- bearing assets as of the end of the immediately preceding quarterly period and dividing such sum by two.

Source: Company information.

(in € million)

Customer deposits and own issues1) ...

Customer loans (average)...................

Customer deposits (average)

31 March 2023

(unaudited)

44,303

35,481

32,249

1. Calculated by adding the line items 'financial liabilities designated at fair value through profit or loss', 'financial liabilities - at amortized costs - customers' and 'financial liabilities - at amortized costs - issued bonds, subordinated and supplementary capital' from BAWAG Group's financial statements or internal reporting.

Source: Company information.

Profit and loss statement

(in € million)

For the 3-

month period

ended

31 March 2023

(unaudited)

5