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Raiffeisen Bank International - AGM 13 June 2019

Item 4: Since there is no vote on Management Board members' remuneration in Austria, we take the opportunity to voice our concerns regarding the remuneration system currently in place at Raiffeisen Bank International which we consider has several shortcomings: The target amounts for the short-term incentive (STI) have not been disclosed and the performance criteria and their weighting are insufficiently disclosed. Likewise, there is no disclosure provided on maximum amounts. Since financial year 2014, there is no long-term incentive (LTI) in place. Finally, benefits in kind and pension provisions are not disclosed separately but included in the fixed and other remuneration amounts. Although we consider the absolute amounts paid to the Management Board members as acceptable, we urge the Supervisory Board to review the remuneration system and bring it in line with international standards. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the Supervisory Board's Personnel Committee, Mag. Erwin Hameseder. As the discharge is proposed in a bundled resolution, however, we recommend shareholders to oppose the discharge of the Supervisory Board as a whole.

Item 5: KPMG Austria, Vienna, is proposed as auditor for financial year 2020. We have no concerns over the ratio of non-audit/audit fees. However, we note that KPMG has audited the Company since at least the financial year 2005 (no earlier data available) which exceeds our maximum acceptable term of office. We therefore recommend opposing the re-election of KPMG as auditor.

Item 6: We recommend to oppose the re-election of MMag. Martin Schaller to the Supervisory Board due to our concerns over the insufficient independent representation on the Board.

Item 7: Authorisation for a period of five years to increase the share capital by up to EUR 501,632,920.50 (~50% of the share capital) by issuing shares against contributions in cash and/or in kind. The total shares issued while disapplying preemptive rights under the proposed authorisation may reach up to 50% of the share capital which exceeds our guidelines. We recommend opposition.

Underlying
Raiffeisen Bank International

Raiffeisen Bank International is a universal bank focusing on corporate and retail customers in Central and Eastern Europe (CEE) and on corporate customers in Austria. In CEE, Co. consists of a network of banks, leasing companies and financial service providers. In Austria, Co. is involved in corporate finance and export and trade finance banks. Co. provides services to customers in 2,800 branch offices. In the retail banking business, Co.'s product and service portfolio comprises inter alia credit services (mortgages, credit cards and personal loans), as well as payment transaction and current account package services. As of Dec 31 2014, Co.'s total assets amounted to Euro121.6 million

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