Agreement on the acquisition of Garanti BBVA Group Romania

Raiffeisen Bank International AG (RBI) announces that its Romanian subsidiary Raiffeisen Bank S.A. has reached an agreement to acquire 100 per cent of the shares in Garanti BBVA Group Romania (Garanti Bank S.A. and the leasing unit Motoractive IFN S.A.) from subsidiaries of Banco Bilbao Vizcaya Argentaria S.A. (BBVA). The transaction is subject to closing and regulatory
approvals.

“RBI has a strong capital position and is pursuing growth organically and through acquisitions in its core markets. This transaction represents a significant strategic move in one of the most attractive banking markets in Central and Eastern Europe, in a country we know very well,” said RBI CEO Johann Strobl.

Based on a purchase price of € 591 million (subject to adjustments at closing) and a CET1 ratio of 15.5 per cent for the RBI Group excluding Russia as of year-end 2025, the transaction is expected to have a c. minus 60 basis point impact on the CET1 ratio at closing.

The closing of the transaction is expected in the fourth quarter of 2026. RBI plans to merge the acquired units with its respective Romanian operations in order to realize the identified operational and cost synergies.

The acquisition will strengthen RBI’s position in the Romanian banking market. Garanti Bank S.A. had total assets of around
€ 4 billion at year-end 2025 and a market share of approximately 2 per cent. RBI’s Romanian subsidiaries reported total assets of € 17.5 billion at year-end 2025 and served 2.3 million customers. With this acquisition, Raiffeisen Bank S.A. is expected to
become the third-largest bank in Romania by total assets (based on H1/2025 market shares).

The Romanian banking market continues to offer significant structural potential for growth and convergence. At the same time, the country holds an important economic and geographical position within the EU. This makes Romania a very attractive market for both retail and corporate and investment banking.

Barclays Bank Ireland PLC acted as RBI’s sole financial advisor in this transaction, Schoenherr Attorneys at Law was RBI’s legal advisor.