General Meeting

Addiko Bank AG’s Annual General Meeting 2023 will be held on Friday, 21 April 2023, at 10:30 am Vienna Time:

Hotel Andaz Vienna Am Belvedere
Arsenalstrasse 10
1100 Vienna

Please note: Any English text is a translation of the German original version. In case of any doubt, the German original version prevails.

Presentation & Voting results
Voting Results
Presentation
Dividend Announcement
Authorisation to acquire own shares

1. Convocation
Full text of this convocation

Information on next steps to the AGM:
– By 31 March: Documents for agenda items and forms available on website
– By 31 March, 24:00 CET: Shareholders’ request to add items to the agenda pursuant to Section 109 (2) Austrian Stock Corporation Act (AktG)
– 4 April: Publication of additions to the agenda pursuant to Section 109 (2) AktG on the website
– 7 April: Publication of additions to the agenda pursuant to section 109 (2) AktG in Wiener Zeitung
– By 11 April, 24:00 CET: Record date for the AGM
– By 12 April, 24:00 CET: Proposed resolutions of shareholders to the agenda pursuant to Section 110 (1) AktG
– 14 April: Publication of election proposals to the Supervisory Board on the website
– 14 April: Publication of resolution proposals from shareholders pursuant to Section 110 (1) AktG on the website
– By 18 April, 24:00 CET: Receipt of deposit confirmation
– 19 April, 16:00 CET: Receipt of proxies
– 20 April: Please use the question form for any questions you would like to send us upfront (or send them directly to fragen@addiko.com)
– 21 April: AGM

2. Agenda

1. Presentation of the annual financial statements including the management report and the consolidated corporate governance report, the consolidated financial statements including the group management report and the consolidated non-financial report, the proposal for the appropriation of profits and the report prepared by the Supervisory Board for the 2022 financial year
2. Resolution on the appropriation of the balance sheet profit
3. Resolution on the discharge of the members of the Management Board for the 2022 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the 2022 financial year
5. Election of the auditor (bank auditor) for the annual and consolidated financial statements 2024
6. Resolution on the Remuneration Report
7. Resolution on
   a) the Remuneration Policy of the Management Board;
   b) the variable remuneration components within the meaning of Section 8b of the Annex to Section 39b BWG
8. Resolution on
   a) the revocation of the authorization of the Management Board to acquire own shares of up to 10% of the share capital pursuant to § 65 para. 1 no. 4 AktG; and
   b) the authorization of the Management Board to acquire own shares of up to 10% of the share capital for a period of 30 months from the day of the resolution by the pursuant to § 65 para. 1 no. 4 AktG.
9. Resolution on
   a) the revocation of the authorization of the Management Board to acquire own shares of up to 10% of the share capital pursuant to § 65 para. 1 no. 8 AktG; and
   b) the authorization of the Management Board to acquire own shares of up to 10% of the share capital for a period of 30 months from the day of the resolution of the AGM pursuant to § 65 para. 1 no. 8 AktG.
10. Resolution on
    a) the revocation of the existing authorized capital (Authorized Capital 2019) adopted pursuant to the resolution of the Annual General Meeting on 6 June 2019; and
    b) the authorization of the Management Board pursuant to § 169 AktG, within five years from the date on which the relevant amendment to the Articles of Association is registered in the commercial register, to increase the share capital with the approval of the Supervisory Board against cash or non-cash contributions, also by excluding statutory subscription right, and to determine the issue price, the share rights and the issuing conditions in agreement with the Supervisory Board (Authorized Capital 2023).
    c) the corresponding amendment of the Articles of Association in Item 5 “Authorized Capital 2019”
11. Resolution on
    a) the authorization of the Management Board pursuant to § 159 para. 3 AktG, within five years from the date on which the relevant amendment to the Articles of Association is registered in the commercial register, to conditionally increase the share capital with the approval of the Supervisory Board, and to determine the issue price, the share rights and the issuing conditions in agreement with the Supervisory Board (Authorized Conditional Capital 2023) and
    b) the corresponding amendment of the articles of association by adding a new point 6a. “Authorized Conditional Capital 2023”
12. Election to the Supervisory Board

Agenda as of 22 March 2023

3. Documents
Annual financial statements including management report (German only)
Consolidated corporate governance report
Consolidated financial statements including group management report
Proposal for the appropriation of profit
Consolidated non-financial report
Report of the Supervisory Board for the 2022 financial year
Proposed resolutions on agenda items 2 – 12
Remuneration report
Remuneration policy of the Management Board

Curriculum vitae of the candidate for the election to the Supervisory Board and the declaration in accordance with § 87 Austrian Stock Corporation Act (agenda point 12):
Kurt Pribil – Candidate statement
Kurt Pribil – Curriculum vitae

4. Forms
Proxy form for the special voting representatives and voting instructions
Proxy form
Form for the revocation of a proxy
Question form

14 April 2022
Addiko Bank AG’s Annual General Meeting 2022 will be held on Thursday, 14 April 2022, at 10:30 a.m. (CET):
BDO Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft,
1100 Vienna, QBC 4 – Am Belvedere 4 (Entrance Karl-Popper-Straße 4)

TO BE HELD AS A VIRTUAL GENERAL MEETING WITHOUT PHYSICAL PRESENCE OF THE SHAREHOLDERS.

After careful consideration, the Management Board decided to make use of the statutory provision of a virtual general meeting to protect the wellbeing of its shareholders and other participants. Based on Section 1 (2) COVID-19-GesG, Austrian Federal Legal Gazette (BGBI.) I No. 16/2020 as amended by BGBI. I No 246/2021 and based on COVID-19-GesV (BGBI. II No. 140/2020 as amended by BGBl. II Nr. 609/2021), considering the interests of both the Company and the participants, the General Meeting of Addiko Bank AG on 14 April 2022 will be held as a “virtual general meeting”.

This is a translation of the German original version. In case of any doubt the German original version prevails.

Update 14 April 2022:
Voting Results of the Annual General Meeting on 14 April 2022
Presentation AGM 2022

1. Convocation, further information
Full text of this convocation
Further information (Information regarding participation)

Information on next steps to the AGM:
– 24 March: Documents for agenda items and forms available on website
– By 24 March, 24:00 CET: Shareholders’ request to add items to the agenda pursuant to Section 109 (2) Austrian Stock Corporation Act (AktG)
– Until 28 March: Publication of additions to the agenda pursuant to Section 109 (2) AktG on the website
– 31 March: Publication of additions to the agenda pursuant to section 109 (2) AktG in Wiener Zeitung
– By 4 April, 24:00 CET: Record date for the AGM
– By 5 April, 24:00 CET: Proposed resolutions of shareholders on the agenda pursuant to Section 110 (1) AktG
– 7 April: Publication of election proposals to the Supervisory Board on the website
– 7 April: Publication of resolution proposals from shareholders pursuant to Section 110 (1) AktG on the website
– By 11 April, 24:00 CET: Receipt of deposit confirmation
– 11 April: Deadline for Receipt of shareholder questions
– 12 April, 16:00 CET: Receipt of proxies
– 14 April: AGM

2. Agenda
1.   Presentation of the annual financial statements including the management report and the consolidated corporate governance report, the consolidated financial statements including the group management report and consolidated non-financial report, the proposal for the appropriation of profits and the report for the 2021 financial year submitted by the Supervisory Board
2.   Resolution on the appropriation of the net profit
3.   Resolution on the discharge of the members of the Board of Management for the 2021 financial year
4.   Resolution on the discharge of the members of the Supervisory Board for the 2021 financial year
5.   Election of the auditor and group auditor for the 2023 financial year
6.   Resolution on the Remuneration Report
7.   Resolution on the remuneration policy of the Management Board
8.   Election to the Supervisory Board

Agenda as of 15 March 2022

3. Documents
Annual financial statements including management report
Consolidated corporate governance report
Consolidated financial statements including group management report
Proposal on the allocation of profits
Consolidated non-financial report
Report of the Supervisory Board for the 2021 financial year
Proposed resolutions on agenda items 2 – 8
Remuneration report
Policy on principles of remuneration of Management Board

Update 24 March 2022:
Request dated 23 March 2022 in accordance with section 110 AktG of the shareholder Mag. Dr. Christian Mache with the proposed resolution and reasons for agenda item 8 (reduction of the number of the members of the Supervisory Board from currently six to five)

Update 25 March 2022:
Request dated 24 March 2022 in accordance with section 110 AktG of the shareholder MW FUNDS PTE. LTD. with the proposed resolution and reasons for agenda item 8 (election of a new Supervisory Board member)
Request dated 24 March 2022 in accordance with section 110 AktG of the shareholder Mag. Johannes Proksch with the proposed resolution and reasons for agenda item 8 (election of a new Supervisory Board member)

Update 1 April 2022:
Additional remark on the minimum quota under Section 86 (7) AktG related to agenda item 8 “Election to the Supervisory Board”

Curriculum vitae of the candidates for the election to the Supervisory Board and the declaration in accordance with § 87 Austrian Stock Corporation Act (agenda point 8):
Dragica Pilipovic-Chaffey – Candidate statement
Dragica Pilipovic-Chaffey – Curriculum vitae

Sava Ivanov Dalbokov – Candidate statement
Sava Ivanov Dalbokov – Curriculum vitae
Sava Ivanov Dalbokov – Video (will open in new window)

Sebastian Prinz Schoenaich-Carolath – Candidate statement
Sebastian Prinz Schoenaich-Carolath – Curriculum vitae

Mag. Johannes Proksch – Candidate statement
Mag. Johannes Proksch – Curriculum vitae
Mag. Johannes Proksch – Video (will open in new window)

Dr. Monika Wildner – Candidate statement
Dr. Monika Wildner – Curriculum vitae

Frank Schwab – Candidate statement
Frank Schwab – Curriculum vitae

Pieter van Groos – Candidate statement
Pieter van Groos – Curriculum vitae

4. Forms
Proxy form for the special voting representatives in accordance with Section 3 (4) COVID-19-GesV (final version)
Question form
Form for the revocation of a proxy

26 April 2021 (incl. updates from 26 April 2021)
Addiko Bank AG’s Annual General Meeting 2021 will be held on Monday, April 26th 2021, at 10:30 a.m. (CET):
Wiener Börsensäle
Wipplingerstraße 34
1010 Vienna/Austria

TO BE HELD AS A VIRTUAL GENERAL MEETING WITHOUT PHYSICAL PRESENCE OF THE SHAREHOLDERS.

After careful consideration, the Management Board decided to make use of the statutory provision of a virtual general meeting to protect the wellbeing of its shareholders and other participants. Based on Section 1 (2) COVID-19-GesG, Austrian Federal Legal Gazette (BGBI.) I No. 16/2020 as amended by BGBI. I No 156/2020 and based on COVID-19-GesV (BGBI. II No. 140/2020 as amended by BGBl. II Nr. 616/2020), considering the interests of both the Company and the participants, the General Meeting of Addiko Bank AG on 26 April 2021 will be held as a “virtual general meeting”.

This is a translation of the German original version. In case of any doubt the German original version prevails.

1. Convocation, further information
Full text of this convocation
Further information (Information regarding participation)

Update 31 March 2021:
Request persuant to section 109 (2) Austrian Stock Corporation Act (AktG) of the shareholder MW FUNDS PTE. Ltd. with the proposed resolution and reasons

Update 6 April 2021:
Addition to the agenda in accordance with section 109 Austrian Stock Corporation Act

Update 19 April 2021:
Statement of the Supervisory Board of Addiko Bank AG to the request of the shareholder MW FUNDS PTE. Ltd. for agenda item 10

Update 26 April 2021:
Voting Results of the Annual General Meeting held on 26 April 2021
Addiko AGM 2021 presentation
Dividend Announcement (unconditional tranche)

Update 18 October 2021:
Dividend Announcement (second tranche)

Information on next steps to the AGM:
– 5 April: Documents for agenda items and forms available on website
– By 5 April, 24:00 CET: Shareholders’ request to add items to the agenda pursuant to Section 109 (2) Austrian Stock Corporation Act (AktG)
– Until 7 April: Publication of additions to the agenda on the website
– 10. April: Publication of additions  to the agenda persuant to section 109 (2) AktG in Wiener Zeitung
– By 15 April, 24:00 CET: Proposed resolutions of shareholders on the agenda pursuant to Section 110 (1) AktG
– By 16 April, 24:00 CET: Record date for the AGM
– 19 April: Publication of election proposals to the Supervisory Board on the website
– 19 April: Publication of resolution proposals from shareholders pursuant to Section 110 (1) AktG on the website
– By 21 April, 24:00 CET: Receipt of deposit confirmation
– 21 April: Deadline for Receipt of shareholder questions
– 22 April, 16:00 CET: Receipt of proxies
– 26 April: AGM

2. Agenda
1. Presentation of the annual financial statements including the management report and the consolidated corporate governance report, the consolidated financial statements including the group management report and consolidated non-financial report, the proposal for the appropriation of profits and the report for the 2020 financial year submitted by the Supervisory Board
2. Resolution on the appropriation of the net profit
3. Resolution on the discharge of the members of the Board of Management for the 2020 financial year
4. Resolution on the discharge of the members of the Supervisory Board for the 2020 financial year
5. Election of the auditor and group auditor for the 2022 financial year
6. Resolution on the Remuneration Report
7. Resolution on the remuneration policy of the Supervisory Board
8a. Resolution on the remuneration policy of the Management Board
8b. Resolution on the variable remuneration components within the meaning of section 8b of the Annex to section 39b Austrian Banking Act
9. Resolution on the remuneration for the Supervisory Board

Addition to the agenda pursuant to section 109 Austrian Stock Corporation Act:
10. Election of a member of the Supervisory Board

Agenda as of 6 April 2021

3. Documents
Annual financial statements including management report
Consolidated corporate governance report
Consolidated financial statements including group management report
Proposal on the allocation of profits
Consolidated non-financial report
Report of the Supervisory Board for the 2020 financial year
Proposed resolutions on agenda items 2 – 9
Remuneration report
Policy on principles of remuneration of Supervisory Board
Policy on principles of remuneration of Management Board
Policy on principles of remuneration of Management Board – Executive Summary

Curriculum vitae of the candidates for election to the Supervisory Board and declaration in accordance with § 87 AktG (agenda point 10) – persuant to section 109 AktG of the shareholder MW FUNDS PTE. Ltd.
Pieter van Groos – Candidate statement
Pieter van Groos – Curriculum vitae
Pieter van Groos – Video (will open in new window)

4. Forms
Final proxy form for the special voting representatives in accordance with Section 3 (4) COVID-19-GesV (equals form update on 6 April 2021)
Question form
Form for the revocation of a proxy

28. October, 2020 (incl. updates from 27. November, 2020)
Addiko Bank AG’s Annual General Meeting 2020 will be held on Friday, November 27th 2020, at 10:30 a.m. (CET):
Wiener Börsensäle
Wipplingerstrasse 34
1010  Vienna/Austria

TO BE HELD AS A VIRTUAL GENERAL MEETING WITHOUT PHYSICAL PRESENCE OF THE SHAREHOLDERS.

After careful consideration and in order to avoid postponing the General Meeting another time, the Management Board decided to make use of the new statutory provision of a virtual general meeting to protect the wellbeing of its shareholders and other participants, and to enable the election of an auditor and group auditor, a resolution on the remuneration policy, and elections to the Supervisory Board as soon as possible. Based on Section 1 (2) COVID-19-GesG, Austrian Federal Legal Gazette (BGBl.) I No. 16/2020 as amended by BGBl. I No 24/2020 and based on COVID-19-GesV (BGBl. II No. 140/2020), considering the interests of both the Company and the participants, the General Meeting of Addiko Bank AG on 27 November 2020 will be held as a “virtual general meeting”. This means that for health protection reasons, shareholders will not be able to be physically present at the General Meeting of Addiko Bank AG on 27 November 2020.

This is a translation of the German original version. In case of any doubt the German original version prevails.

1. Convocation, further information
Full text of this convocation
Further information (Information regarding participation)

Update 27. November, 2020:
Voting Results of the Annual General Meeting held on 27. November 2020
Addiko AGM presentation
Authorisation to acquire own shares

2. Agenda
1. Presentation of the annual financial statements including the management report and consolidated corporate governance report, the consolidated financial statements including the group management report and consolidated non-financial report, the proposal for the appropriation of profits and the report submitted by the Supervisory Board for the 2019 business year
2. Resolution on the allocation of the balance sheet profit
3. Resolution on the discharge of the members of the Management Board for the 2019 business year
4. Resolution on the discharge of the members of the Supervisory Board for the 2019 business year
5. Resolution on the authorization of the Management Board to acquire own shares for the purpose of offering to employees, executives and members of the Management Board or Supervisory Board of the company or a company affiliated with it to acquire pursuant to § 65 para. No 4 Stock Corporation Act (“AktG”)up to 10% of the share capital for a period of 30 months from the day of the resolution by the General Assembly
6. Resolution on the revocation of the authorization granted at the General Assembly on June 6, 2019 to acquire own shares in accordance with § 65 para. 1 No. 8 and para. 1a and para. 1b AktG with a simultaneous authorization of the Management Board to acquire for no specific purpose own shares of up to 10% of the share capital in accordance with § 65 para. 1 No. 8 AktG for a period of 30 months from the day of the resolution of the General Assembly
7. Resolution on the remuneration policy of the Management Board
8. Election to the Supervisory Board

3. Documents
Annual financial statements including management report
Consolidated corporate governance report
Consolidated financial statements including group management report
Proposal for the allocation of profits
Separate consolidated non-financial report
Report of the Supervisory Board for the 2019 financial year
Proposed resolutions on agenda items 2 – 8
Policy on principles of remuneration of Management Board
Policy on principles of remuneration of Management Board – Executive Summary

Update 12. November, 2020: Request in accordance with section 110 Austrian Stock Corporation Act of the shareholder MW FUNDS PTE. Ltd. with the proposed resolution and reasons for agenda item 5

Curriculum vitae of the candidates for election to the Supervisory Board and declaration in accordance with § 87 AktG (agenda point 8):
Herbert Juranek – Candidate statement
Herbert Juranek – Curriculum vitae
Herbert Juranek – Video (will open in new window)

Frank Schwab – Candidate statement
Frank Schwab – Curriculum vitae
Frank Schwab – Video (will open in new window)

4. Forms
Update 12. November, 2020: Proxy form for the special voting representatives in accordance with Section 3 (4) COVID-19-GesV
Question form
Form for the revocation of a proxy

19. June, 2020 (incl. updates from 10. July, 2020)
Addiko Bank AG’s Extraordinary General Meeting will be held on 10 July 2020, 10:30 a.m. (CET):
Based on Section 1 (2) COVID-19-GesG, Austrian Federal Legal Gazette (BGBl.) I No. 16/2020 as amended by BGBl. I No 24/2020 and based on COVID-19-GesV (BGBl. II No. 140/2020), considering the interests of both the Company and the participants, the Extraordinary General Meeting of Addiko Bank AG on 10 July 2020 will be held as a “virtual general meeting”.

This means that for health protection reasons, shareholders will not be able to be physically present at the Extraordinary General Meeting of Addiko Bank AG on 10 July 2020.

This is a translation of the German original version. In case of any doubt the German original version prevails.

1. Convocation, further information
Full text of this convocation
Further information
Update 23. June, 2020: Addition to the agenda in accordance with section 109 para. 1 Austrian Stock Corporation Act

Update 10. July, 2020: Voting Results of the extraordinary General Meeting held on 10. July 2020

2. Agenda
1. Election of the auditor and group auditor for the 2021 financial year
2. Resolution on the remuneration policy
3. Election of members of the Supervisory Board
4. Update and amendment of the Articles of Association in item 17.9 (Update 23. June, 2020)

Agenda as of 23. June, 2020

3. Documents
Proposed resolutions on agenda items 1 – 3

Policy on principles of remuneration of Management Board (English translation)
Policy on principles of remuneration of Supervisory Board (English translation)

Invitation to convene a general meeting pursuant to Section 105 (3) AktG with proposed resolutions of the shareholder DDM Invest III AG regarding agenda item 3

Update 23. June, 2020: Request in accordance with section 109 para. 1 Austrian Stock Corporation Act of the shareholder DDM Invest III AG with the proposed resolution and reasons for agenda item 4

Update 25. June, 2020: Statement of the Supervisory Board of Addiko Bank AG to the addition to the agenda

Update 2. July, 2020: Request in accordance with section 110 Austrian Stock Corporation Act of the shareholder Dr. Christian Mache with the proposed resolution and reasons for agenda item 3 (German only)

Update 3. July, 2020: Statement of the Supervisory Board of Addiko Bank AG to the request of the shareholder Dr. Christian Mache for agenda item 3

Curriculum vitae of the candidates for election to the Supervisory Board and declaration in accordance with § 87 AktG:
Monika Wildner – Candidate statement
Monika Wildner – Curriculum vitae
Michael Mendel – Candidate statement
Michael Mendel – Curriculum vitae
Andreas Tuczka – Candidate statement
Andreas Tuczka – Curriculum vitae

Update 2. July, 2020:
Kurt Pribil – Candidate statement (German only)
Kurt Pribil – Curriculum vitae

4. Forms
Update 2. July, 2020: Proxy form for the special voting representatives in accordance with Section 3 (4) COVID-19-GesV
Question form
Form for the revocation of a proxy

31. March, 2020 (Update)
Addiko Bank AG to postpone its Annual General Meeting in the context of the coronavirus pandemic to the fourth quarter 2020 (pdf).