BAWAG : Second Supplement 2021

Second Supplement dated 17 August 2021 to the Base Prospectus dated 12 March 2021

This second supplement (the "Second Supplement") constitutes a supplement within the meaning of Art. 23 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-equitysecurities within the meaning of Article 2 point (c) of the Prospectus Regulation ("Non-Equity Securities") 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-EquitySecurities (the "Original Prospectus"), as supplemented by the first supplement dated 30 April 2021 (the "First Supplement" and together with the Original Prospectus, 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 -

EUR 10,000,000,000

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 Second 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 Second 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 Second 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 12 March 2021, 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). The First Supplement was published on 30 April 2021 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). This Second 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 Second Supplement has been approved by the CSSF, has been filed with said authority and will be published in electronic form together with all documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website of BAWAG Group (www.bawaggroup.com).

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

Each Issuer accepts responsibility for the information contained in this Second Supplement and hereby declares, that having taken all reasonable care to ensure that such is the case, the information contained in this Second 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 Second Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.

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

In accordance with Article 23 paragraph 2a of the Prospectus Regulation, investors who had already agreed to purchase or subscribe for the securities before this Second 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 three working days after the publication of this Supplement, to withdraw their acceptances. The final date of the right of withdrawal will be 20 August 2021. Investors should contact BAWAG Group's head of investor relations ([e-mail]) for the exercise of the right of withdrawal.

This Second Supplement may only be used for the purpose for which it has been published as set out below. This Second 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 Second Supplement does not constitute an offer or an invitation to subscribe for or purchase any of the Notes.

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The following changes are made to the Base Prospectus:

1. In the section "7.3.1 Statement of no material adverse change / significant changes" on page 282 of the Base Prospectus, the second paragraph shall be deleted and replaced by the following information:
   "There has been no significant change in the financial performance of BAWAG Group since 30 June 2021, 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 "7.3.2 Recent developments and outlook" in sub-paragraph "Recent Developments" on page 282 of the Base Prospectus, the subheading "Acquisition of Depfa Bank" shall be deleted and replaced by the subheading "Acquisition of Depfa Bank and Hello bank! Austria" and following information:
   "On 15 February, BAWAG P.S.K. signed an agreement to acquire DEPFA BANK plc, and its subsidiary DEPFA ACS Bank. The closing of such transactions is expected in the second half 2021.
   Furthermore, on 22 July 2021, BAWAG P.S.K. signed an agreement to acquire Hello bank! Austria from BNP Paribas. It will be continued under the easybank brand. The transaction is subject to customary closing conditions and the parties have agreed not to disclose the purchase price or any further details of the agreement. The closing of such transaction is expected in the fourth quarter of the year 2021 or the first quarter of the year 2022.

3. In the section "7.3.2 Recent developments and outlook", the last sub-paragraph "Recent funding activities "on page 282 of the Base Prospectus shall be deleted and replaced by the following information:

"Following the accelerated change in composition of the P2R as part of the measures taken by the ECB, BAWAG Group optimized its capital structure by issuing € 175 million Additional Tier 1 capital. Further, BAWAG Group issued € 200 million Tier 2 capital under the Programme in the third quarter 2020.

On the back of a € 1.0 billion mortgage covered bond issuance in 2019, BAWAG P.S.K. issued notes covered by a mortgage-backed pool of assets in the amount of € 750 million under the Programme in the third quarter 2020, followed by another issuance of notes covered by a mortgage-backed pool of assets in the amount of € 500 million in the fourth quarter 2020 (both with 0.01% coupon), a mortgage-backed pool of assets in the amount of € 500 million in the first quarter 2021 (due 2041 with 0.0375% coupon), and a mortgage-backed pool of assets in the amount of € 500 million in the second quarter 2021 (due 2031 with 0.100% coupon).

1. In the section "7.3.2 Recent developments and outlook" in sub-paragraph "Outlook" on pages 282 to 283 of the Base Prospectus, the following information shall be added after the last paragraph:
   "Following the initial down-payment of EUR 40 million on the total EUR 460 million earmarked dividends from 2019 and 2020 profits in March 2021, the Management Board of BAWAG Group has decided to propose the remaining EUR 420 million dividends from 2019/2020 profits for distribution to the Annual General Meeting on 27 August 2021. The dividend payout is aimed for early October 2021.
   Furthermore, an "Investor Day" is scheduled for 20 September 2021, on which new targets and a 4-year plan through 2025 will be presented"
2. In the Section "7.4 - Administrative, management and supervisory bodies", sub-section "7.4.1.1 Current members of the Management Board" on page 283 of the Base Prospectus, the information shall be deleted and replaced by the following information:
   "The following table lists the positions of the members of the Management Board of BAWAG, the year they were first appointed, the expiration of their current term and activities outside of BAWAG Group where these are significant with respect to BAWAG:

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Name	Position / Area of	Year first	End of	Activities outside
		Responsibility	appointed	Current Term	BAWAG Group
Anas Abuzaakouk…..	Chief Executive Officer	2017	March 2026	-
Enver Sirucic………...	Chief Financial Officer,	2017	March 2026	Member of the management board of
		Deputy CEO			Verband österreichischer Banken
					und Bankiers; member of the
					supervisory board of
					Einlagensicherung AUSTRIA
					Ges.m.b.H.
David O'Leary………	Chief Risk Officer	2017	March 2026	-
Andrew Wise………...	Chief Investment	2017	March 2026	-
		Officer, Head of Non-
		Retail Lending
Sat Shah……………..	Head of Retail & SME,	2017	March 2026	Member of the supervisory board of
		Deputy CEO			Amundi Austria GmbH
Guido Jestädt………..	Chief Administrative	2021	March 2026	-
		Officer

Source: Company information."

6. In the Section "7.4 Administrative, management and supervisory bodies"7.4.1.2 Current members of the Supervisory Board" on pages 283 to 284 of the Base Prospectus, the information shall be deleted and replaced by the following information:

"The following table lists the positions of the current members of the Supervisory Board of BAWAG and in each case the year they were first appointed as members of the Supervisory Board of BAWAG, the expiration of their current term, to the extent applicable as well as the principal activities performed by the members of the Supervisory Board of BAWAG outside BAWAG Group where these are significant with respect to BAWAG:

Name	Position		Year first		End of		Activities outside
				appointed		Current		BAWAG Group
						Term
Egbert Fleischer…….	Chairperson	2017	2025		Member of the supervisory board of
								Wiener Börse AG
Kim Fennebresque…	Deputy Chairperson	2017	2025		Member of the board of directors of
								Ally Financial Inc.; non-executive
								chairman of the board of directors of
								Bluelinx Holdings; member of the
								board of directors of Albertsons
								Companies Inc.; member of the board
								of directors of Rotor Acquisition Corp.
Frederick Haddad…..	Member1)	2017		n.a.		Executive committee member and
								portfolio manager of GoldenTree
								Asset Management LP
Adam Rosmarin…….	Member	2017	2025		-
Verena Spitz………...	Member2)	2017		n.a.		-
Konstantin Latsunas..	Member2)	2021		n.a.		-
Gerrit Schneider	Member3)	2021	2025		Co-CEO and CFO of Bogner
Tamara Kapeller	Member3)	2021	2025		-
Beatrix Pröll	Member2), 4)	2021		n.a.	-

1. Delegated by the GoldenTree Shareholders (cf. "7.5 Major shareholders").
2. Works council representative.
3. The members have been nominated and are appointed on BAWAG's annual general meeting on 27 August 2021.
4. Subject to appointment of additional capital representatives

Source: Company information."

7. In the section "7.7 Significant change in the financial position of BAWAG GROUP", the text shall be deleted and replaced by the following information:

"No significant change in the financial position of BAWAG Group has occurred since 30 June 2020. A serious assessment of the effects of the COVID-19 pandemic is, however, still not possible. Further developments will be closely monitored so that BAWAG Group can take appropriate measures and precautions at any time.

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8. In the Section "8.4 Administrative, management and supervisory bodies", sub-section "8.4.1.1 Current members of the Management Board" on page 289 of the Base Prospectus, the information shall be deleted and replaced by the following information:

"The following table lists the positions of the members of the Management Board of BAWAG P.S.K., the year they were first appointed and the expiration of their current term:

Name		Position / Area of		Year first appointed		End of Current
	Responsibility			Term
Anas Abuzaakouk…………….		Chief Executive Officer	2014		March 2026
Enver Sirucic…………………		Chief Financial Officer,	2017		March 2026
		Deputy CEO
David O'Leary…………………		Chief Risk Officer	2017		March 2026
Andrew Wise………………….. Chief Investment Officer, Head	2017		March 2026
		of Non-Retail Lending
Sat Shah……………………….		Head of Retail & SME,	2015		March 2026
		Deputy CEO
Guido Jestädt………………….		Chief Administrative Officer	2021		March 2026
Source: Company information.

For activities of the members of BAWAG P.S.K.'s Management Board outside of BAWAG Group, see "7.4.1.1 Current members of the Management Board" above. "

9. In the Section "8.4 Administrative, management and supervisory bodies" 8.4.1.2 Current members of the Supervisory Board" on page 289 of the Base Prospectus, the information shall be deleted and replaced by the following information:

"The following table lists the positions of the current members of the Supervisory Board of BAWAG P.S.K. and in each case the year they were first appointed as members of the Supervisory Board of BAWAG P.S.K. and the expiration of their current term, to the extent applicable:

		Position		Year first appointed		End of Current
Name				Term
Egbert Fleischer……………….		Chairperson	2017	2025
Kim Fennebresque……………		First Deputy Chairperson	2017	2025
Frederick Haddad……………..		Member	2013	2025
Adam Rosmarin……………….		Member	2017	2025
Verena Spitz…………………...		Member1)	2016		n/a
Konstantin Latsunas………….		Member1)	2021		n/a
Gerrit Schneider……………….		Member	2021	2025
Tamara Kapeller		Member	2021	2025
Beatrix Pröll		Member1)	2021		n/a
1) Works council representative.
Source: Company information.

For activities of the members of BAWAG P.S.K.'s Supervisory Board outside of BAWAG Group, see "7.4.1.2 Current members of the Supervisory Board" above."

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