Addiko Bank AG (ADKO) Earnings Call Transcript & Summary
April 26, 2021
Earnings Call Speaker Segments
Kurt Pribil
executive[Interpreted] Ladies and gentlemen, as Chairman of the Supervisory Board of Addiko Bank AG, I take the chair pursuant to Section 116 Para 1 of the Stock Corporation Act, and I open today's Annual General Meeting. For hosting this year's Annual General Meeting, in order to protect our shareholders and other participants, the Management Board has decided to make use of special provisions of hosting the meeting virtually. This is why today's AGM will be held within the framework of the COVID-19 law. And the COVID-19 regulation was in consideration of the interest of the company and the participants as a virtual AGM and it will be fully webcast. I welcome our shareholders who are listening in on Internet. Organizing and hosting this Annual General Meeting as a virtual general meeting pursuant to the company law COVID-19 regulation brings about certain changes in how we are conducting the AGM compared to a meeting in the presence of shareholders and also with regard to exercising shareholder rights. All this has been set out in the convocation for the meeting and will be explained in greater detail by the notary Dr. Brix in the following. Even though many of you are familiar with the procedure applied from the last Annual General Meeting, and since there are new participants attending this meeting today, we must explain the legal situation and provide legal explanation to ensure that every shareholder is fully informed as a participant. First of all, you will be presented the reports and the proposed resolutions on all agenda items en bloc. After that, the special proxies will be given the floor to read out any proposed resolutions they may have received. After that, we will have our general debate, meaning we will read out and reply to the questions received. After questions have been answered on all agenda items, we will proceed to the vote on the individual motions as they are set out in the agenda. I note that, first, the convocation for today's Annual General Meeting was published in compliance with the provisions of Section 106 Stock Corporation Act in due time in the Wiener Zeitung Official Journal of March 26, 2021. And second, that pursuant to Section 107 Para 3, Stock Corporation Act, the convocation with electronically disseminated Europe-wide through pressetext on the same day. Within the meaning of Section 180 Para 2 of the Stock Exchange Act, the convocation was transmitted at the same time in machine-readable format via the intermediary chain directly to the shareholders. I note that as for March 30, 2021, we received the request pursuant to Section 109 Stock Corporation Act by MW Funds Pte. Ltd. Singapore, which has been holding 1,407,875 no-par value shares in the company for more than 3 months and therefore holds a share that is more than 5% of the share capital of the company. It was requested to amend the agenda of today's AGM by one further agenda item, and this reads as follows: 10 election of a member of the Supervisory Board. The amendment to the agenda was published on April 6, 2021, in accordance with Section 108 Para 3 of the Stock Corporation Act through pressetext as is required for electronic European-wide dissemination and published on the April 8, 2021, in Wiener Zeitung Official Journal. At the same time, and to comply with the provisions of Section 180 Para 2 of the Stock Exchange Act, the amendment of the agenda was transmitted in machine-readable format via the intermediary chain directly to the shareholders. In addition to that, we have not received any requests for amending the agenda nor for making public any further proposed resolutions on the website of the company by shareholders. For this reason, at today's AGM, only the agenda items set out in the convocation of March 26, 2021, and in the amendment of April 6, 2021, respectively, April 8, 2021. And we can only have a vote exclusively on Mr. Pieter van Groos as a candidate for election to the Supervisory Board, which was publicly disclosed on April 6, 2021, on the website of the company. The documents to be disclosed pursuant to Section 108 Para 3 of the Stock Corporation Act were made available on the website of the company on April 5, 2021. They include, in particular, the information on the organizational and technical requirements for attending the meeting pursuant to Section 3, Para 3 in conjunction with Para 2, Section 2 Para 4 of the COVID-19 regulation, a question form and then finally, a proxy form for the special proxies. In addition, the following documents were made available on the website of the company to the shareholders on March 31, 2020. The request to amend the agenda, pursuant to Section 109 Para 2 Stock Corporation Act by the shareholder, MW Funds Pte. Ltd. with a proposed resolution and a justification. On April 6, 2021, the amendment of the agenda pursuant to Section 109 Stock Corporation Act; on April 19, 2021, the opinion by the Supervisory Board of Addiko Bank AG on the request by the shareholder, MW Funds Pte. Ltd. on Agenda Item 10; and on April 22, 2021, a note on editorial changes of the proposal for the appropriation of profits and that relates to agenda Item 2. I'm now here also notary Dr. Brix to notarize today's resolutions as passed by the AGM to monitor the voting process and to take the minutes pursuant to Section 120 Stock Corporation Act. Could I now ask the notary, Dr. Brix to explain in detail the modalities for exercising the shareholder rights as set out in the convocation at today's virtual Annual General Meeting and to explain the organization and conduct of today's AGM? You have the floor, sir.
Rupert Brix
attendee[Interpreted] Ladies and gentlemen, shareholders, in the convocation of the AGM of March 26, 2021, it was announced that today's AGM would be held as a virtual meeting without the physical presence of shareholders. In addition, on April 5, 2021, information on the organizational and technical requirements for participation pursuant to Section 3 Para 1, in conjunction with Para 2 sub-para 4 COVID-19 regulation was made available on the website of the company. Today's virtual AGM will be held exclusively in the presence of the Chairman of the Supervisory Board, Dr. Kurt Pribil; the Deputy Chair, Herbert Juranek; the CEO, Csongor Bulcsu Németh; and the Board members, Markus Krause; and GaneshKumar Krishnamoorthi as well as the 4 proposed special proxies, Dr. Maria Brandstetter Attorney-at-Law, Dr. Verena Brauner, Attorney-at-Law; Ewald Oberhammer, Attorney-at-Law and Mr. Florian Beckermann, LLM as well as myself as the certifying notary. As the representatives of the statutory auditor, Deloitte Audit Wirtschaftsprüfungs GmbH, we have Mr. Thomas Becker and Mr. Wolfgang Wurm, who are available by telephone or by e-mail to the Board and the Chairman of the Supervisory Board. They are listening in via the live stream. How are the shareholder rights being exercised today? Exercise of the voting right, the right to submit proposed resolutions, motions and protests can only be done via and through a special proxy pursuant to Section 3, Para 4 of the COVID-19 regulation. The right to obtain information can be exercised at today's virtual AGM also by the shareholders themselves through electronic communication by sending in their questions by e-mail to the address you will see in the insert [email protected]. If the shareholder has registered for participation at the end AGM pursuant to Point 4 of the convocation and has given a proxy to a special proxy. I now move on to the broadcasting of the conduct of today's AGM in detail. Pursuant to Section 3, Para 1, 2 and 3 of the COVID-19 regulation, the AGM is broadcast fully acoustically and optically in real-time on Internet. Today's AGM will be held in German language. The Chairman of the Management Board, Csongor Nemeth will deliver his presentation and will answer the questions addressed to him in English and/or also in German. Mr. GaneshKumar Krishnamoorthi, member of the Board, will answer in English any questions addressed to him. This will then be translated from English into German. Through the broadcast of today's virtual AGM on Internet, all shareholders have a possibility to follow the today's virtual AGM through this acoustic and optical one-way connection, listening to the presentation of the Management Board, to the replies given to answers of shareholders and to follow in real-time the voting process. Please note that the live broadcast does not qualify as a remote participation, Section 102 Para 3 sub-para 2 of the Stock Corporation Act or as remote voting, Section 2, Para 3 sub-para 3, Stock Corporation Act on Section [ 156 ], Stock Corporation Act. And the Internet broadcast is not a 2-way connection. In this way, shareholders can only follow what is happening at the AGM. During the meeting, shareholders have a possibility to send in their questions as text documents within a given time window. Sending their e-mails through the address in [email protected]. At today's AGM, the Chairman will read out and then answer the questions received. How specifically is the right to obtain information exercise? We'd like to point out explicitly that the right to obtain information at today's virtual AGM can be exercised by sending an e-mail to the address you've seen in the insert [email protected]. Please send your e-mail from the same e-mail address which you indicated on the proxy form to allow the company to identify the shareholders. Please use the question form which is available at www.addiko.com. If you do not use this question form, you need to indicate the person name, company name, date of birth, company registration number of the shareholder in your e-mail. In addition, you should also indicate the deposit number as stated in the proxy form so that the company, in case of doubt and also the proxy, can verify the identity and confirm it to you with the deposit certificate. Questions received with the company will be answered at today's virtual AGM pursuant to Section 118, Stock Corporation Act by the Chairman of the Board or any other Board member. Shareholders, therefore, have a possibility to respond to any developments during the meeting, for example, by asking follow-up questions or additional questions. The Chairman will structure the conduct of today's AGM, similar to a meeting with personal attendance of shareholders and indicate a time up to which no more questions can be asked. I now move on to the special proxies. Shareholders moreover have a possibility to amend their instructions to the special proxies as regards submission of new motions, voting or changing instructions on voting on 1 or several agenda items but also lodging a protest on 1 or several agenda items vis-a-vis their respective special proxies during the virtual AGM up to a certain moment in time. E-mails to this effect should be sent from -- to the e-mail address of your special proxy to which you also gave your proxies so as to allow the company to identify a shareholder. And these e-mail addresses are now inserted and they are as follows: [email protected], [email protected], [email protected], [email protected]. In the simple e-mail, you need to identify yourself, name, company name, date of birth, company registration number of the shareholder. And then you have to sign clearly in accordance with Section 13 Para 2 of the Stock Corporation Act so that the special proxy can verify the identity and also conformity with the proxy. Please note that during today's virtual AGM, it is only possible to communicate electronically with your special proxy and that we cannot ensure that the special proxies can be reached by telephone. The time up to when instructions on filing motions, passing votes and lodging protests will be determined by the Chairman of the meeting. This moment in time will probably be close to the end of general debate. So much in summary, the conduct of today's virtual AGM, as has been disclosed on the website of the company and the convocation and also in the information for participation regarding the organizational and technical requirements for participation at today's virtual AGM pursuant to Section 2, Para 4 of COVID-19 regulations on the website. And I give back the floor to our Chairman.
Kurt Pribil
executive[Interpreted] Thank you to the notary for your explanations. As the Chairman, I instruct that today's AGM will be conducted in the manner set out in the convocation, on the website of the company and explained by the notary Dr. Brix. The attendance list will be completed before the first vote. I will then sign it and I will inform you of the presence of today's meeting. The list of attendance will be available for inspection electronically to the special proxies who are present in this room. It will not be published on the website of the company for data privacy reasons. Let us now move to the agenda. Agenda Item 1, presentation of the annual financial statements, including the management report and the consolidated corporate governance report of the consolidated financial statements, including the group management report on the consolidated nonfinancial report, presentation of the proposal for the preparation of profits and of the report submitted by the Supervisory Board for the financial year 2020. The adopted financial statements, and the management report as well as the corporate governance report of the Management Board as well as the group financial statements and the group management report of the Management Board, together with the report of the Supervisory Board for the financial year 2020, has been made available on the website of the company and can be accessed there. In the financial year 2020, the Supervisory Board held a total of 19 meetings. It was available to the Management Board in an advisory function and was also responsible for the continuous monitoring of the management of business during the meetings of the Supervisory Board and of its committees. The management report provided detailed information and reports on the financial situation and the development of business of the Addiko Group. The Management Board submitted strategies and major specific measures and discussed them with the Supervisory Board at great length. Legal transactions requiring authorization was submitted to the Supervisory Board. And the Supervisory Board was granted sufficient opportunity to review and check the reports and proposed resolutions by the management board in detail. In this context, the Supervisory Board adopted the measures that were necessary in order to obtain assurance on the legality, orderliness and adequacy of the management of the Addiko Group. The following 5 permanent committees was set up by the Supervisory Board: one, the Audit and Compliance Committee, and here, there were 7 meetings in the financial year 2020; second, the Credit Committee. Here, there were 3 meetings in the financial year 2020; three, the Risk Committee, which held 5 meetings in the financial year 2020; fourth, the Nomination and Remuneration Committee, which held 9 meetings in the business year 2020; and then finally, a Committee for Board Matters, which hosted 5 meetings in the financial year 2020. The chairpersons of the committees of the Supervisory Board and myself as the Chairman of the Supervisory Board of Addiko Bank AG were in regular exchange with the Management Board. Within the framework of quarterly meetings, the Supervisory Board was regularly informed on the following issues: the development of business in the preceding quarter, business results, risk development and major issues as well as major legal disputes. In addition to the quarterly reports, the Supervisory Board was informed by the Management Board also on development of current interest. Moreover, persons holding key functions, especially the compliance officer and the internal audit officer, reported regularly to the Supervisory Board. The financial statements of Addiko Bank AG as well as the consolidated financial statement of the Addiko Group as per December 31, 2020, were audited by Deloitte Audit Wirtschaftsprüfungs GmbH and both received an unqualified audit opinion. The management report and the consolidated management report were reviewed on the basis of the statutory regulations as to whether they were in compliance with the financial statements and the consolidated financial statements and whether they have been drafted in accordance with the applicable legal requirements. The consolidated nonfinancial report was revised and reviewed and was found to be not materially in contradiction with the group financial statements, are not containing any major misstatements. Could I now ask the Chairman of the Board, Mr. Csongor Bulcsu Németh to deliver his report to the AGM on the business year 2020 and to also deal with the situation in the business year 2021. You have the floor, sir.
Csongor Németh
executive[Foreign Language] Good morning, dear shareholders, and good morning also to all interested participating stakeholders, and welcome to Addiko Bank AG's Annual General Meeting in 2021. Last year, in November, I decided to present to you the 2019 annual financial statements in German. This time, out of respect also to Addiko's large international investor base, I will present the 2020 annual financials in English. The 4 key topics on this page serve as a summary of the main achievements of 2020. First and foremost, that Addiko Group has closed the year 2020 with a EUR 1.4 million profit after tax. Under normal circumstances, I can assure you I would not consider this result as something to write home about. However, considering the social and macroeconomic challenges faced in 2020 caused by the COVID-19 pandemic, I consider it a very respectable performance, especially so in light of the fact that for the first 6 months of 2020, Addiko posted a loss of over EUR 12 million. And since I took over as CEO, the banking group managed to post 2 profitable quarters, which not only ensured an overall positive result for 2020 but at least, in my personal view, has also enabled us to make the dividend proposals in today's AGM. From a business perspective, in the fourth quarter, new disbursements in our focus segments reached about 80% of the level achieved in the same period in 2019. Second, with regard to OpEx. We ended the year with EUR 169.7 million, which means that we managed the run rate down by over EUR 5 million in addition to the COVID-19-related savings. In addition, we have also locked in further run rate savings of circa EUR 9 million. In order to compensate for, on the one hand, any performance-related variable bonus payments for 2021, please note that Addiko did not pay out any performance-related bonuses for 2020. And on the other hand, for the expected costs related to the AQR process, which is expected to take place under the ECB guidance this year and could hopefully start in just a few weeks. The third topic on this slide marks a very important achievement for us, and I'm extremely proud to inform you that Addiko received the official letter confirming our change to multiple point of entry from the pre-existing single point of entry approach shortly before the year-end 2020 earnings call we hosted on the 10th of March. For those of you who were already with us at our IPO, I'm sure you will recall that the additionally required external MREL eligible funding amounted to an estimated EUR 467 million as also disclosed in our listing prospectus. The change of approach was an incredibly complex exercise and required very competent alignment across our countries as well as across multiple functions of the bank. This tremendous workload from team Addiko was conducted in close and very professional cooperation with the Single Resolution Board. The SRB's decision means that we managed to reduce the requirement for additional external MREL liabilities to 0. Allow me to state, especially when I consider how many external and internal stakeholders have told me that we are embarking on a mission impossible that I announced this as one of the key highlights of 2020 as a major regulatory topic, has been very diligently and very professionally managed and, by that, properly mitigated. With regard to finally creating some tangible value to all of Addiko's shareholders, the fourth topic on this page, we have a new dividend proposal on the agenda of today's AGM, with the first unconditional dividend of circa EUR 7 million or EUR 0.36 per share, which shall be paid out on May 4, 2021, and the second conditional dividend proposal of EUR 39.6 million or EUR 2.03 per share, which is envisaged upon the lifting of the ECB restrictions after September 30, 2021. I have more details on one of the next slides to illustrate the exact timing and the mechanics around the dividend proposal. As we have communicated in our previous earnings calls as well as on our previous general assembly, I would like to underline that we have always remained committed to the EUR 40 million dividend, and now it is with certain level of pride and gratitude to everyone at team Addiko that I inform you that we even managed to top this amount up by an additional EUR 6.6 million from our 2020 results. On Slide 3, we have summarized the key financial highlights for 2020. First, the earnings. As mentioned earlier, we achieved a net profit of EUR 1.4 million after having reported a loss of EUR 12.2 million for the first 6 months of the year 2020. This was a result of the slight economic recovery and the ramp-up of new business activities during the second half of the year while we continued to tightly manage operating costs. Regarding provisioning, we are fully in line with our previous cost of risk guidance of remaining below 1.5% as we ended the year with an actual provision booking of EUR 48.4 million, circa 1.35%. This, for Addiko, a certainly sizable sum was predominantly driven by IFRS 9 model adjustments and Stage 2 developments in our portfolio. Our operating result improved by EUR 19.5 million to EUR 54.7 million. This is a 56% improvement year-on-year, which is a great indicator of Addiko's progress. Second, asset quality containment. I'm pleased to share with you that in 2020, our nonperforming exposures and volume NPE volumes went down further by circa 12% year-on-year, while our NPA ratio and our NPE provision coverage have all remained stable. I'm sure it is also of interest to you that our overall exposure in moratoria decreased from its peak of over EUR 1 billion at half year 2020 to EUR 164 million at year-end 2020, and over 90% of our portfolios remain stable without any overdues. So the principle of preferring portfolio quality over pure asset growth, which has been a fundamental principle to both Markus and myself over the last 5 years in Addiko, has clearly proven to be the right and sustainable approach. Third, funding, liquidity and capital. Addiko's funding situation has proven to be also incredibly resilient. We had EUR 4.7 billion customer deposits at year-end 2020, and our liquidity coverage ratio has further improved from roughly 175% at year-end 2019 to 209% at year-end 2020. Our capital ratio in terms of the transitional CET1 improved to 20.3%, while the IFRS 9 fully loaded CET1 ratio stood at 19.3%. I kindly ask all of you to bear in mind that the full dividend amount of EUR 46.6 million, meaning both the unconditional and the conditional part is already deducted from these figures. Slide 4 illustrates in brief the time line and the mechanics of the total envisaged dividend of EUR 46.6 million which I was just referring to. To focus on the essentials, the first tranche, the unconditional EUR 7 million is to be paid out to you already on the 4th of May, subject to today's approval by the AGM. The second tranche, the conditional 1 is dependent on the sole condition that neither a recommendation of the ECB would, in the company's view, conflict with the distribution of dividends nor a legally mandatory distribution restriction is effective or applicable. The full details have been included in the resolution proposal on the appropriation of the net profit. On Slide 5, we intended to share with you 3 main messages: one, details on the macroeconomic forecast provided by the Vienna Institute for International Economic Studies, which we are using in our planning processes; two, information on the new business volumes in the focus segments in the year 2020 versus 2019; and last, an insight on our expectation regarding lending volumes and yields in our core consumer lending segment. The continued transformation of our loan book is reflected on Slide 6. On the left-hand side, you see how our focus portfolio share in the total loan book has improved further from 62% in 2019 to 65% in 2020. This continued shift took place despite the challenging macroeconomic environment. With regard to the yield, as indicated on the right-hand side of the slide, you can see that we have also managed to maintain them relatively stable. Slide 7 illustrates the transformation of our loan book, as I have just mentioned. The key to our value creation model and to Addiko's continuous earnings generation capability is the growth in our higher-yield focus segments. This is supported by the gradual reduction in the non-focus area, which frees up capital and liquidity. As you can see on the top left bar chart, the growth in our focus segments has turned to being flat in 2020, with significantly reduced new business volumes as illustrated by the new business figures just below that chart. This was caused by: first, our proactive and swift tightening of underwriting criteria at the onset of COVID-19 already in mid-March 2020; second, in general, a reduction in economic and social activities caused by the global pandemic; and third, a decreased number of loan applications as a more cautious approach was also taken by many existing and new to Addiko customers. The gray bars on the left bottom show the development of the non-focus segments, i.e., the large corporate, the public finance and mortgage portfolios, which continued to decrease according to our expectations. Our straightforward business model is also properly reflected in our simple balance sheet shown on Slide 8. On the asset side, we had over EUR 2 billion in cash and investment portfolio and a loan book of EUR 3.6 billion being financed by circa EUR 850 million of equity and EUR 4.7 billion of customer deposits. Our loan-to-deposit ratio stood at 75.8% as of year-end 2020. Slide 9 illustrates the fact that we continued the successful decrease of our nonperforming loan stock in terms of volumes despite the COVID-19 pandemic from EUR 277 million at year-end 2019 to EUR 244 million at year-end 2020, all while keeping our coverage ratios stable. One must also consider the fact that there has been limited nonperforming exposure inflow from loans in 2020 due to the introduced moratoria. On Slide 10, we provide an update of the exposure in moratoria on how this evolved during the quarters of 2020 and what the expectation was for 2021 during the closure of 2020 financials. On the left, you see that the development of the exposure in moratoria in relation to the total exposure of Addiko. On the right, you see that after reaching the peak of exposure in moratoria of over EUR 1 billion at half year 2020, this exposure continuously declined to EUR 164 million at year-end 2020, which represents a mere 2.4% of Addiko Group's total exposures. On Slide 11, the key message I would like to convey is that Addiko has maintained its solid capital levels, with a transitional CET1 ratio of 20.3% and an IFRS 9 fully loaded CET1 ratio of 19.3%. As already mentioned, the full dividend of EUR 46.6 million is already deducted. Thus, we feel very confident to secure approval for the proposed unconditional and conditional dividend amounting to EUR 2.39 per share in total. Regarding the outlook in 2021, I kindly ask you to turn your attention to this Slide 12, where on top, similar to the approach used in 2020, we have highlighted 5 key categories for Addiko's 2021 related guidances: one, the gross performing loans are expected to be circa EUR 3.5 billion, which is a decrease from the current EUR 3.6 billion by roughly EUR 100 million. This is caused by the planned contraction of the non-focus book, while we expect our focus segment to grow by circa 5%. For the net banking income, we expect a similar figure of circa EUR 235 million in 2021 as we had for the full year 2020. Regarding the operating expenses, we guide towards remaining below EUR 174 million, also taking into account circa EUR 9 million for AQR and bonus pool-related costs. We expect to maintain a CET1 ratio of above 18.6%. And with regards to credit loss expenses on financial assets, we guide towards a below 1% cost of risk on average net loans and advances to customers. With regards to the dividend policy, in the middle box of the slide, we confirm our initial guidance and aim at an annual dividend payout of circa 60% of the net profit, subject to applicable ECB regulations on dividends. Any potential distribution of excess capital would follow the annual SREP decision, which I trust will reflect the continued progress in financial, operational, organizational and risk parameters of Addiko Group. The company may also consider to further optimize its capital structure by issuing eligible AT1 or T2 instruments, with the timing depending clearly on the overall feasibility, the economic environment and the readiness of the capital markets. With regards to the management ambition summarized at the bottom of the slide, I would like to reiterate 4 key points, which some of you may remember from the AGM last year on growth, cost, capital. First, Addiko must continue to do its best to accelerate growth in the focus loan book and to continue the path of increasing digital penetration; second, to continue with a prudent risk approach. The current crisis clearly confirms that building a sustainable portfolio, which has been at the forefront of our priorities over the last 5 years, is the solid basis for a sustainable and profitable operation of Addiko. Risk-adjusted profitability shall remain a key anchor and not just focusing on pure volume growth. Third, rightsizing and OpEx run rate reductions. Addiko must continue to scale up the migration to digital for its customers and also for its internal processes, hence allowing the further optimization of the organizational structures. And last but not least, one of the key priorities for the management and the Supervisory Board of Addiko must remain to achieve a level playing field with regard to capital requirements related to the SREP process. In that sense, I trust that the established very professional dialogue with all regulators and the ECB, in particular, will continue. Esteemed shareholders, respected stakeholders, dear colleagues, 2020 has been undoubtedly a very challenging year, on which I, as group CEO, look back with a certain level of satisfaction. We continue to live under constantly changing circumstances as our recent organizational changes-related announcements also clearly illustrate. I trust I have provided you with all the necessary assurances on how well Addiko has managed its way through this global pandemic-related crisis thus far. And I can only trust that the new management team will remain also fully committed to sustainable shareholder value generation while also respecting the interest of all stakeholders. I'm certain Addiko's unique corporate culture and our amazing pool of talented professionals will continue to serve as a great base for its continued development. The proposed dividend under Agenda Point 2 marks an important milestone in Addiko's journey to deliver on the previous commitments of our management, and I'm personally proud to be able to hand over the institution to the new leadership team with such solid financial standings. I express my gratitude for the opportunity to serve on the Group Management Board of Addiko for almost 6 years, and I'm extremely proud of the achievements delivered by team Addiko, especially those under my stewardship over the last 12 months. It has been my privilege and my honor to serve as the group's CEO. May God grant as all good luck, and I wish you all prosperity and good health. Thank you for your trust in Addiko and for your attention today.
Kurt Pribil
executive[Interpreted] I'd like to thank the CEO, Mr. Nemeth, for his report. I now take the opportunity to, at this point in time, thank the members of the Management Board and all staff members of Addiko Bank AG on my own behalf and, also on behalf of the Supervisory Board, to express my sincere thanks and appreciation for their commitment and dedication in the financial year 2020, and in particular, in the last few months with extremely difficult framework conditions. Thank you very much. I will now present the proposed resolutions for all agenda items. Agenda Item 2, resolution on the appropriation of the net profit. As adopted at the AGM on November 27, 2020, the distribution of the 2019 dividend of EUR 2.05 per share was dependent on 2 conditions, namely that until March 10, 2021, which was the data publication of the Annual Report 2020, there was neither a recommendation of European Central Bank such as the recommendation of the Central Bank of July 27, 2020 on dividend distributions during the COVID-19 pandemic and appealing recommendation ECB 2020-19 would, in the company's view, conflict with the distribution of dividends nor there would be a legally mandatory distribution ban in effect or applicable, and that the common equity Tier 1 of Addiko Bank AG and of the Addiko Group after such distribution would not be lower than 18.6%. On December 15, 2020, ECB published a recommendation according to which banks exercised extreme prudence on dividends and, to this end, asked all banks to consider not to distribute any cash dividends or to limit such distributions until September 30, 2021. Pursuant to the recommendation of the European Central Bank of December 15, 2020, on dividend distributions during the COVID-19 pandemic and repeating recommendation, ECB 2020-35. As a consequence of such recommendation, the existing profit allocation resolution dated November 27, 2020, in spite of a transitional CET1 ratio of 20.3% or 19.3% without applying the IFRS 9 transitional provisions as per year-end 2020 and deducting the envisaged dividend amounts did not permit a dividend distribution for the financial year 2019. The net profit for the year for 2019 in the amount of EUR 40 million was, as resolved by the AGM, carried forward to the financial year 2020. Let's turn to Austrian GAAP. In connection with the Austrian Banking Act, Addiko Bank AG in the business year 2020 generated net accumulated profits in the amount of EUR 46.605 million, which includes the balance sheet profit for the year for 2019 in the amount of EUR 40 million carried forward to the financial year 2020. And following a constructive dialogue and considering the ECB recommendation on dividend distributions, meaning below 15% of the accumulated profit for the period 2019-2020 and not higher than 20 basis points of the Common Equity Tier 1 ratio, whichever is lower, the Management Board and the Supervisory Board of Addiko Bank AG proposed the following. The net profit for the year for the financial year 2020 in the amount of EUR 46.605 million, which is EUR 2.39 per share and includes the net profit for the year for the financial year 2019 in the amount of EUR 40 million, which was carried forward to the financial year 2020, shall be distributed in 2 tranches: 1 unconditional and 1 conditional tranche, as follows: one, the first unconditional tranche in the amount of EUR 7.020 million, which is EUR 0.36 per share shall be distributed on May 4, 2021, for each dividend carrying share; and second, the second conditional tranche of up to EUR 39.585 million, which is up to EUR 2.03 per share shall not be distributed before December 30, 2021. Under the condition precedent that on the 12th working day of each calendar month after September 30, 2021, and until January 31, 2022, there's neither a recommendation of the ECB, which in the company's view, would conflict with the distribution of dividends nor a legally mandatory distribution restriction that is effective or applicable. Should, on any such state, only a partial amount of the second tranche satisfy in the company's view, the above condition precedent, then the maximum amount, which can be specified to satisfy such condition precedent, shall be distributed. If and to the extent that the condition precedent for dividend payment regarding the second tranche is not satisfied until December 31, January 2022, no distribution regarding the second tranche shall take place. To the extent that the net profit for the year is not distributed in accordance with the above, it shall be carried forward to new account. Moreover, the Management Board and the Supervisory Board propose that the payment date for any dividend payment of the second tranche B, would in 20 workdays of satisfaction of the condition precedent. This version I have read out is in line with the editorial amendment of the proposed allocation of profit as published on the website of the company on April 22, 2021. From a tax perspective, every payout is considered a repayment of cash contribution pursuant to Section 4, Para 12 of the Income Tax Act. I now move on to Agenda Item 3, resolution on granting discharge to the members of the Management Board for the financial year 2020. The Management Board and the Supervisory Board propose to grant discharge to the members of the Management Board, acting an incumbent in the financial year 2020 for this period. Agenda Item 4, resolution on granting discharge to the members of the Supervisory Board for the financial year 2020. The Management Board and the Supervisory Board propose to grant discharge to the members of the supervisory board incumbent in the financial year 2020 for this period. Agenda Item 5, election of the auditor and the group auditor for the financial year 2020. The Supervisory Board is proposing, following a recommendation of the Audit Committee to appoint KPMG Austria GmbH - Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna, the appointed auditor and group auditor for the financial year 2021. The Audit Committee of the Supervisory Board, in accordance with Article 16 (2) of the Regulation (EU) No. 537/2014, that is the EU Auditor Regulation, has recommended KPMG Austria GmbH - Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna and BDO Austria Holding Wirtschaftsprüfung GmbH for the above-mentioned auditing services and notified a justified preference for KPMG Austria GmbH - Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna. In its recommendation to the Supervisory Board, the Audit Committee stated that the latter is free from any undue influence by third parties, and that no clause of the kind referred to in Article 16 (6) of the EU Auditing Regulation has been imposed on it. I now move on to agenda item 6, resolution on the remuneration report. The Management Board and the Supervisory Board of the listed company must prepare a clear and understandable remuneration report for the remuneration of the members of the Management Board and the Supervisory Board in accordance with Section 78c and Section 98a of the Stock Corporation Act. This remuneration report shall offer a comprehensive overview of the remuneration granted or owed to the current and former members of the Management Board and of the Supervisory Board in the framework of the remuneration policy, Section 78a and Section 78a in conjunction with Section 98a of the Stock Operation Act in the course of the last financial year, including all benefits in any form. The remuneration report for the last financial year must be submitted to the Annual General Meeting for approval. This vote is of recommendatory nature. The resolution cannot be challenged pursuant to Section 78d, para 1, Stock Corporation Act. The Management Board and the Supervisory Board shall make a proposal for a resolution on the remuneration report in accordance with Section 108, para 1 of the Stock Corporation Act. This resolution proposal by the Management Board and the Supervisory Board for the resolution of the remuneration report and the remuneration report itself pursuant to Section 98a, para #4 Stock Corporation Act shall be available on the website entered in the company's register from the 21st day before the AGM. The Management Board and the Supervisory Board of Addiko Bank at their meeting on 30 March 2021 resolved and adopted a remuneration report in accordance with Section 78c in conjunction with Section 98a Stock Corporation Act and made a resolution proposal in accordance with Section 108, para 1 of the Stock Corporation Act. The remuneration report was available as of 5 April 2021, that is the 21st day before the AGM, on the website of Addiko Bank AG entered in the company's register at www.addiko.com. The Management Board and the Supervisory Board, therefore propose that the remuneration report for the financial year 2020 as attached and registered on the website as entered in the commercial register be adopted. This remuneration report is attached to the proposed resolution as annex. I move on to agenda item 7, resolution on the remuneration policy of the Supervisory Board. The Supervisory Board of a listed company must draw up the principles governing the remuneration of the members of the Supervisory Board in accordance with Section 78a, in conjunction with Section 98a, Stock Corporation Act. This is the remuneration policy. The remuneration policy must be submitted to the Annual General Meeting for adoption in case of any significant change according to Section 78b in conjunction with Section 98a of the Stock Corporation Act. The remuneration policy adopted by the AGM on 10 July 2020 was amended in 2021. The vote by the general meeting on the remuneration policy shall be of a recommendatory nature. This resolution cannot be challenged, Section 78b, para 1, in conjunction with the relevant provisions of the Stock Operation Act. The Supervisory Board shall make a proposal for resolution on the remuneration policy in accordance with Section 108, para 1, Stock Corporation Act. This proposal for a resolution by the Supervisory Board and the amended remuneration policy concerning the principles for the remuneration of the members of the Supervisory Board were available pursuant to Section 108, para 4, Stock Corporation Act, sub para 4, as of the 21st day before the Annual General Meeting on the website as registered in the commercial register. The Nomination and Remuneration Committee and the Supervisory Board on 30 March 2021 adopted the amended principles for the remuneration of members of the Supervisory Board of Addiko Bank AG pursuant to Section 78a in conjunction with Section 98a, Stock Operation Act. This was established on the amended remuneration policy on the principles for the remuneration of the members of the Supervisory Board will -- and were available as of 5 April 2021, which is the 21st day prior to the Annual General Meeting on the website as entered in the commercial register of Addiko Bank AG at www.addiko.com. The Supervisory Board is proposing to adopt the amended remuneration policy on the principles for the remuneration of the members of the Supervisory Board as attached in the annex hereto. The amended remuneration policy on the principles for the remuneration of the members of the Supervisory Board is attached to this proposed resolution as annex 2. Agenda item 8a, resolution on the amended remuneration policy of the Management Board. The Supervisory Board of a listed company shall draw up the principles governing the remuneration of the members of the Management Board in accordance with Section 78a Stock Corporation Act. Remuneration policy. In accordance with Section 78b Stock Operation Act, the remuneration policy of the Supervisory Board shall be submitted to the AGM for adoption in case there are any significant changes. The remuneration policy adopted by the AGM on 27 November 2020 was amended in 2021. The vote of the AGM on the remuneration policy shall be of a recommendatory nature. This resolution cannot be challenged. Section 78b, sub para 1, Stock Corporation Act. The Supervisory Board will make a proposal for resolution on the remuneration policy in accordance with Section 108, para 1, Stock Corporation Act. This proposal for a resolution by the Supervisory Board and the amended remuneration policy regarding the principles for the remuneration of the members of the Management Board were available pursuant to Section 108, para 4 -- sub para 4 of the Stock Operation Act available on the website from the 21st day before the Annual General Meeting as entered in the commercial register. At its meeting on 30 March 2021, the Supervisory Board of Addiko Bank AG established the amended principles for the remuneration of the members of the Management Board pursuant to Section 78a of the Stock Corporation Act. This amended remuneration policy for the Supervisory Board of Addiko Bank AG was available on the website of the company since 5 April 2021, the 21st day before the Annual General Meeting, as registered in the company's register, www.addiko.com. The Supervisory Board proposes to adopt the amended remuneration policy governing the principle for the remuneration of the members of the Management Board as attached in the annex hereto. The revised and amended remuneration policy on the principles for the remuneration of the members of the Management Board is attached to this resolution proposal as in Annex 3. I now move on to agenda item 8 -- 8b, resolution on the variable remuneration components within the meaning of Section 8b of the annex to Section 39b Austrian Banking Act. Pursuant to Section 78 Stock Corporation Act, the Supervisory Board shall ensure that the total remuneration of the members of the Management Board salaries, profit sharing, expense allowances, insurance fees, commissions, incentive-based remuneration commitments and fringe benefits of all kinds be, in an appropriate relationship to the tasks and the performance of the individual Board member of the Management Board as regards to the situation of the company and usual remuneration and shall set long-term behavioral incentives for sustainable corporate development. This applies also to pension and similar benefits. Pursuant to Section 39b, Austrian Banking Act, when determining and applying the remuneration policy and practices, including management salaries and voluntary pension payments for categories of staff members including management, shall follow the principle set out in Section 39b in the manner and to the extent as is commensurate to their size, their internal organization, the nature, scope and complexity of their business, staff categories, the nature and amount of their remuneration and the impact of the activity on the risk profile. If the variable remuneration component is to be increased to up to 200% of the fixed remuneration component prior approval by the shareholders of the credit institution must be obtained, Section 8, annex to 39b, Banking Act. The credit institutions shall render an extensive recommendation, which contains the reasons for an increased variable remuneration component, its volume, including the numbers of eligible employees, their function and the expected impact regarding the capital requirements of the credit institutions. Any such increase in the variable remuneration component must be: subject to clear risk-benefit considerations that support a positive medium and long-term development of the bank; fulfill aspects of sustainability; contain partial payments in shares with a fixed holding period; and may depend on the share price development, if there are specific risk components. The Nomination and Remuneration Committee of the Supervisory Board and the Supervisory Board of Addiko Bank AG resolved on 30 March 2021 to increase the variable remuneration component for the future Chairman of the Management Board of Addiko Bank AG, who is to be appointed as of 1 May 2021 to up to 162% of the fixed remuneration, subject to: one, all necessary internal approvals; two, if required, necessary regulatory approvals and/or non prohibitions; and three, quantitative and qualitative assessments of individual targets in line with the EBA Guidelines on sound remuneration policies and FMA circular on principles of remuneration policies and practices. Addiko Bank AG would like to agree on a long-term incentive program, so-called LTI, with the future Chairman of the Management Board, whereby his variable compensation component can exceed the fixed compensation component and reach up to 162% of his fixed compensation component. The LTI is designed the same way as the performance acceleration framework program, PAIF, but it relates to the contract period of 3 years. And only if all targets are met in all 3 years will it be able to -- for the variable component to exceed the fixed component. It is to honor the successful transformation and the implementation of the current strategy, which is reflected in the share price, capital requirements and attaining of budget. These targets are analog to PAIF and being linked to reaching the budget capital requirement, share price, risk-based KPIs, quantitative goals and the successful implementation or adaptation of the strategy, qualitative goals, which will be evaluated by the Supervisory Board of Addiko Bank AG. Payment is deferred in accordance to the Banking Act rules, and is therefore, similar to the PAIF, 50% in shares. The ex-ante and ex-post risk adjustments in accordance with the Banking Act and remuneration policy of the Management Board of Addiko Bank AG are to be applied. The future Chairman of the Management Board will not participate in the regular PAIF because of the LTI. The Supervisory Board of Addiko Bank AG request shareholders to authorize the excess of the following reasons: Addiko Bank wants to accelerate the transformation and needs appropriate know-how and therefore, appropriate incentives through an increased variable [ remuneration component ]. LTI is a market-based remuneration for this major task and the long-term multiyear goals [Audio Gap] The remuneration exceeding 100% would only be paid out if all the highly ambitious quantitative and qualitative targets in the 3-year period are achieved. The variable component of the LTI does not jeopardize the very good capital resources of Addiko Bank AG because it can only be paid out in the case of exceptional performance, and in the case of compliance with all capital requirements. Addiko Bank wants to utilize this opportunity to respond with flexible variable remuneration components to new and specific challenges. The variable amount of remuneration is closely linked to the results of Addiko Bank AG and takes account the bank strategy objectives, market share, acceptable level of risks, all relevant financial and business indicators and long-term indicators. The effects of [Audio Gap] equity base. LTI does not jeopardize the equity base because the LTI can only be paid out if the LTI's inherent goal of complying with all equity requirements are met. There is an inherent security system. In addition [Audio Gap] disbursed from a quantitative point of view, cannot jeopardize the sound equity base of the bank. At any rate, the payout of the variable remuneration will be preceded on the confirmation of sufficient capital availability, meaning fulfillment of all legal and regulatory requirements regarding capital ratio and -- depend on these. Against this backdrop, the Supervisory Board of Addiko Bank AG proposes the following resolution to be adopted. The variable remuneration component of the remuneration of the future Chairman of the Management Board of Addiko Bank AG, who is to be appointed as per 1 May 2021, shall be increased to up to 162% of the fixed remuneration component. Then to item 9, resolution on the remuneration of the Supervisory Board. In recent years, the depth of qualifications, the necessary involvement and responsibility of Supervisory Board members have increased significantly together with regulatory requirements. In contrast to other market participants in a steady-state environment, Addiko's ongoing transformation requires more active involvement and contribution by the Supervisory Board. This is evidenced by a higher number of Supervisory Board meetings in the year 2020, and in this case, 19 meetings and 17 circular resolutions adopted. As a result, a more frequent and detailed challenging of the management's strategy execution by the Supervisory Board remains an important success factor. The newly proposed Supervisory Board remuneration, including the introduction of additional components, addressed the above-mentioned facts and circumstances, and is to incentivize an active Supervisory Board contribution. Against this background, the Management Board and the Supervisory Board of Addiko Bank AG are proposing the following resolution: The elected members of the Supervisory Board, capital representatives, shall be entitled to the following remuneration for the financial year 2020 and the following years unless otherwise resolved by the AGM of Addiko Bank AG. One, fixed remuneration of the Supervisory Board: Chairperson, EUR 115,000; Deputy Chair, EUR 95,000; member, EUR 75,000. Second, remuneration for committees: Chairperson, EUR 20,000 per committee; Deputy Chair, EUR 10,000 per committee; member, none. Three, attendance fee for working group sessions: one, EUR 1,000 per member per attending meeting of a working group of the Supervisory Board as convened by the Chairman of the Supervisory Board. The fixed remuneration shall be allocated on a pro rata basis in case of changes within the Supervisory Board or its committees during a financial year. And now the last agenda item, agenda item 10, election of a member of the Supervisory Board. As explained in the beginning, the shareholder, MW FUNDS PTE. Ltd. Singapore has applied to amend the agenda by this agenda item and accessible on the website of the company since 6 April 2021, together with the justification. The proposed resolution reads as follows: Pieter van Groos shall be elected as of the effect of the end of the AGM of Addiko Bank AG that grants discharge for the business year 2021 as a member of the Supervisory Board following Herbert Juranek after his resignation as a member of the Supervisory Board. I now give the floor to the special proxies of the shareholder, MW FUNDS PTE. Ltd., Dr. Maria Brandstetter, and I ask her to tell us whether this request to have this agenda item being dealt with is maintained and to provide us with the reasons.
Maria Brandstetter
attendeeMr. Chairman, this motion is maintained, and I ask you to bring it to a vote. Thank you.
Kurt Pribil
executiveThank you very much. This ends the presentation of the reports and motions on all agenda items. Before we give the floor to the special proxies and ask them whether they have received any proposed resolution, the Supervisory Board would like to take this opportunity and thank the outgoing Board members, Csongor Nemeth and Markus Krause for their performance and achievements in recent years. They are handing over Addiko Bank AG with a sound foundation for the next phase of transformation to the new Management Board in another function. I would like to thank [Audio Gap] and explicitly, Mr. Krause for ensuring a proper and orderly and professional handover until May 2021. At the same time, I'm delighted that with Mr. Herbert Juranek, Addiko Bank AG has been able to attract an experienced banker with a successful track record in various positions on the management in Southeast Europe and the market that he has been -- has agreed to become a new member of the Board and CEO. Mr. Herbert Juranek will lead the Management Board of Addiko Bank AG and is highly motivated to further accelerate the established strategy and to generate further growth opportunities. In addition to focusing on digital consumer and SME loan business, one focus will also be the further optimization of costs. The appointment of a new Chief Risk Officer is currently already underway. And we expect that the decision will be taken very soon, and that this will be made public in due course. I now give the floor [Audio Gap] and ask them to tell us whether they have received any proposals for [indiscernible] given them the proxy. If yes, please read them out. If no, please confirm that you have not received any proposed resolutions. Yes?
Maria Brandstetter
attendeeMr. Chairman, I inform you that I have not received any motions for resolutions.
Kurt Pribil
executiveThank you, Dr. Brandstetter. Dr. Brauner?
Verena Brauner
attendeeMr. Chairman, I also have not received any proposed resolutions.
Kurt Pribil
executiveThank you. Mr. Oberhammer?
Ewald Oberhammer
attendeeThe Chairman, same for me, I have not received any proposed resolutions.
Kurt Pribil
executiveAnd then finally, I give the floor to Mr. [indiscernible].
Florian Beckermann
attendeeMr. Chairman. Thank you very much for giving me the floor. My name is Beckermann. I'm the Chairperson of the Association of Shareholders [Audio Gap] placing me, and I have not received any proposed resolutions.
Kurt Pribil
executiveThank you very much. Dr. Brix will take this up for the minutes. I think looking at my watch, it would be a good moment in time if we broke and suspended the meeting for 15 minutes. And we will suspend this meeting, as I said [Audio Gap] [Break]
Florian Beckermann
attendeeWe're now going to start with our general debate. Questions will be read out and answered. Before the AGM, the company already received questions from shareholders by e-mail. And in the course of today's AGM, further questions have been received by e-mail from shareholders. [Operator Instructions] I will read out the shareholders' questions and the Chairman of the Management Board, Csongor Bulcsu Nemeth, or the members of the Management Board addressed will answer the questions. Questions about Management Board matters of the remuneration policy and the corporate -- and on corporate governance will be answered by myself. So let me start with the first questions put by the association representing investor interest, IVA. I'd like to thank you for these questions and read out the first group of questions. The IVA asks to have these questions read out. The first topic is the change on the Management Board. The question is the following. On the 26th of March 2021, the company issued an ad hoc notification stating that the Supervisory Board will reappoint 2 new Management Board members, and Mr. Krishnamoorthi remains on the Supervisory Board after a few months in office, and the new Supervisory Board member Herbert Juranek, is to be the new CEO, a co-option proposal for the Supervisory Board has already been made. Question number one, please explain the background of this change such radical measures normally only taken in the case of a change of control or in the case of criminal occurrences. Second question, what are the costs resulting for the company from the termination of the Management Board contracts? And question number three, when was the requirement profile for new Management Board members drawn up? Who were the consultants involved? How much did they cost? And how many hearings were held both candidates and when?
Kurt Pribil
executiveMr. Beckermann, I'd like to add the answer -- to answer the 3 questions as follows. Since November 22, 2020, a new Supervisory Board has been in office after election by the shareholders. As soon as the new Supervisory Board members had familiarized themselves with the company in March 2021, the committee on Management Board members, together with the full Supervisory Board decided that the time had come to appoint a new and balanced Management Board in order to further strengthen the management of the company. I should like to explicitly point out that there was an absolutely no indication of criminal behavior or compliance breaches or indications of money laundering or other forms of abuse. This can be derived also from the transitional period until the end of May 2021, because both outgoing Management Board members will be in office up to that period of time to ensure a smooth handover. Question two, the costs of the early termination of the Management Board contracts amount to EUR 1.5 million. And question number three, the committee for Management Board members, Board affairs and the Nomination Committee have been considering the development of the profile for new Management Board members since February 2021. In February 2021, executive consultants were mandated to perform a leadership assessment for Addiko executives for the entire group. The costs of the leadership assessment for the 3 Management Board members of Addiko Bank AG in Austria amount to EUR 35,000. Altogether in this leadership assessment up to 53 executives, including the Management Board of the holding company, will participate.
Florian Beckermann
attendeeThe following questions also come from IVA. Thank you for these questions. Again, it's a group of questions concerning the remuneration policy of the Management Board. The basic principles of the remuneration policy for the Management Board were resolved by the Supervisory Board on March 30, 2021. On March 9, 2021, already, the Supervisory Board activated the supplementary bonus system, PAIF. This is in addition to the fixed and variable remuneration. Significant changes to the remuneration policy must be submitted to the Annual General Meeting, and the AGM has to decide in a nonbinding manner. Question one, why weren't the changes presented to the AGM before the resolution and the activation of PAIF?
Kurt Pribil
executiveNow Mr. Beckermann, let me answer the question as follows. The EBA compliant PAIF, including the associated set of rules were approved after information received -- or information sent to the European Central Bank in the course of the Supervisory Board meeting on March 9 and March 30. The approval was given within a short period of time. And as I said earlier, the remuneration policy for the Management Board has to be submitted to the AGM, which has to take a decision, which is, however, not binding.
Florian Beckermann
attendeeQuestion 2, also relating to remuneration policy. Does para 7 of the remuneration policy of the Management Board fully apply also to PAIF? That is the payments, even if all prerequisites are met are discretionary?
Kurt Pribil
executiveMr. Beckermann, thank you for your question. I'd like to answer it as follows. Disbursement of PAIF remains discretionary, even if all criteria are met. Disbursement is also dependent on the regulatory requirements in place, for example, depending on ECB-imposed restrictions regarding the payout of bonuses related to performance.
Florian Beckermann
attendeeQuestion number three on the remuneration policy is the following. Why have ESG criteria hardly been taken into account in the evaluation of the remuneration policy?
Kurt Pribil
executiveMr. Beckermann, ESG risks were recently included in Addiko's risk management structure explicitly, although they had already been taken into account previously in a nonformal manner. On account of its business model, Addiko Group has a large number of customers operating in a great variety of sectors. There is no concentration risks in individual sectors strongly concerned by ESG risks. ESG risks, therefore, concern the Addiko Group on a macroeconomic level and have been taken into account partly implicitly within the framework of risk management. The explicit inclusion of ESG risks in the remuneration policy would not result in an improvement of risk management. Question #4 on remuneration policy. Did Mr. Juranek participate in the design of the remuneration policy? Did he vote on it? Is it to be effective for him as of now? Mr. Beckermann, shareholders, Mr. Juranek, as a member of the Supervisory Board, was involved in the changes in the remuneration policy in connection with PAIF. He was informed, and took a vote on it, but he was not involved in the elaboration of the remuneration policy. The new LTI bonus program also covers the new CEO. But Mr. Juranek does not participate in PAIF. Next question. Who were the consultants involved in the design of the remuneration policy for the Management Board? And how much did they cost? Mr. Beckermann, Wolf Theiss, a leading law firm in Central, Eastern and Southeastern Europe was consulted in the design of the new remuneration policy. The final costs are being established and will be reflected in the business year 2021. They will amount to approximately EUR 53,000. I move on to the next group of questions also coming from IVA. They concern the dividend proposal. I'll read out the question. Our bank subsidiaries in the Balkan countries are subject to national regulatory provisions, is there a dividend block to the detriment of the parent in Vienna? If it's yes, to what extent? Thank you, Mr. Beckermann, for this question, which I'd like to answer as follows. In all countries in which the group operates, the local regulatory authorities have issued guidelines, which forbid any dividend distribution by local banks in 2020. On the basis of the current ECB guidelines, EU subsidiaries are allowed or would have been allowed to pay dividends to an EU parent as is the case would be Addiko Bank AG. But the local supervisory authorities in Slovenia and Croatia issued additional local provisions, which do not allow that. I move on to the next question, which also comes from the IVA, and it concerns business performance. Did the company have business relations with [indiscernible] Commerzialbank Mattersburg or [ Greensill Bank during the year under review? Does Addiko structurally cooperate with fintechs? If so, in which area? And could you outline the risk? I hand over the question to Markus Krause? Or should I answer the question? Okay. Mr. Beckermann, thank you for your question, which I'd like to answer as follows. Addiko Bank AG or entities of the Addiko Group had no business relations with any of the banks mentioned. Addiko does not cooperate with fintech banks, or to a structural extent with fintechs. Next question Addiko belongs to the Austrian deposit insurance system. How much did the company pay into this system in 2020? And a follow-up question, does Addiko Bank plan to remain within their system? I hand over this question to Mr. Krause.
Markus Krause
executiveIn 2020, the costs increase amounted to EUR 652,000. That's the amount paid in -- compared to 2019, it was EUR 328,000 higher, which is mainly due to Commerzialbank Mattersburg and Anglo Austrian Bank. The total amount will be distributed over the coming 5 years. We do not intend to leave the deposit insurance regime, but that may change.
Edgar Flaggl
executiveThe next question also comes from IVA. Thank you for the question. Was there an audit by the Austrian enforcement panel for financial reporting? If so, what are the costs? What were the additional costs for the statutory auditor? I hand over the question to Markus Krause.
Markus Krause
executiveYes. In 2019, we had an audit by the Austrian financial reporting enforcement panel. The consolidated financial statements and the management report as of December 2019 as well as 2020. It was an intensive auditing, procedure was several rounds of questions. The questions were highly detailed and the AFREP was highly professionally. No erroneous invoices were detected for 2019 and the first half of 2020. The procedure was conducted was the use of internal resources and for quality assurance, internal personnel was continuously. The cost amounted to EUR 4,000 for extra work done by the statutory, audit and [Audio Gap]. So approximately 30,000 altogether because we also had KPMG involved. So the balance was paid to KPMG.
Edgar Flaggl
executiveThank you very much. The next question also comes from IVA. The question is, that did Addiko Bank receive government assistance in the reporting year or in the form of short-term work? What was the amount? The question will be answered by Mr. Nemeth.
Csongor Németh
executiveThank you very much, Mr. Beckermann. Addiko did not receive any support from the state for a short-time work regime in any of its countries.
Edgar Flaggl
executiveNext question, also from IVA. Does the company pay negative interest on its deposits with the central banks? And if so, in what amount where, and in what amount? The question will be answered by Mr. Krause.
Markus Krause
executiveThank you, Mr. Beckermann, for this question. Currently, the group pays negative interest on deposits with central banks in Austria, Slovenia, Bosnia and Montenegro. The interest rate is minus 50 basis point applied to the volume that exceeds certain limits based on regulatory minimum requirements.
Edgar Flaggl
executiveThank you. Next question, also from IVA in connection with the development of business, how high are the provisions set up in the respective country as a result of the moratoria? Mr. Krause will answer the question.
Markus Krause
executiveThank you very much for the question. In the course of 2020, on account of the deterioration of the general macroeconomic forecast. Credit losses increased as expected, which resulted in increased provisions for the entire portfolio. For details, please refer to Page 49. Page 123 for forbearance. Page 126 for moratoria owing to COVID-19. And Page 127 development of impairments, in the management report. Moratoria, if granted to a customer were not taken as an automatic indication of a downgrade of the customer or as a reason for the increase in provisions as this approach is explicitly forbidden by the ECB, and because in some subsidiary, almost the entire portfolio was covered by legally defined moratoria. For non-retail customers, a thorough; portfolio evaluation was performed. The majority of customers was scrutinized individually. And the provisions were increased if the rating trended downward in connection. With the COVID-19 debt moratoria, it should be noted that this resulted in the recognition of a modification loss of EUR 2.6 million, as shown on Page 77 of the annual financial statements.
Edgar Flaggl
executiveThe next question by IVA is the following. Last year that the Management Board agree on loans against which the technical body would have been how many weather altogether, how many overrulings? And which countries are affected? I will pass on this question to Markus Krause.
Markus Krause
executiveIn 2020, in the holding, in the group committee, we had 130 applications. And for these 130 applications, the Management Board did not overrule any one of them. So they accepted all.
Edgar Flaggl
executiveNext question again from IVA. I also like to thank you for this question. And the question is, the Management Board is putting a focus on IT, which Board member has direct responsibility? What's is the strategy of the company? How is the volume developing in terms of digital new business? And which margin are being achieved? How high were the IT costs? And maybe I will pass on this question to Mr. Krishnamoorthi to answer the question.
GaneshKumar Krishnamoorthi
executiveMr. Beckermann, thanks for your question. The responsible Management Board member of the IT topic is me, Ganesh Krishnamoorthi. Our business strategy is focused on accelerating incremental profitable growth in our focus areas, consumer and SME with the following key pillars. Number one, drive sustainable core business growth through alternative channels with white label partnerships, point of sales lending bank at work, and remote advisory channels with high margins achieved through risk-adjusted pricing. Number two, accelerate innovative digital solutions to provide customers best-in-class experience, speed and convenience and double our digital business and customer acquisitions. Number three, increase operational efficiencies and drive cost reductions through better process digitalization and faster time to yes and time to cash processes while remaining prudent with our risk appetite, reflecting planned lower cost of risk. To the development of digital volumes and margins, I would like to state the following: our digital business is growing well with a penetration of 16% in 2020, is up from 9% in 2019. It even peaked to 24% in Q4 2020. Margins are comparable to the business underwritten in the branch. And the IT costs for 2020 were EUR 36.3 million.
Edgar Flaggl
executive[Interpreted] Thank you very much. Next question. Again by IVA. Could you indicate the 5 major cases of litigation and the amounts involved on the provisions made? I will pass on this question to Mr. Nemeth.
Csongor Németh
executiveThank you very much. Mr. Beckermann, thank you very much for this question. Three of the cases are pending against Addiko Bank in Croatia with the highest volume. One, action for compensation for lost profit in Croatia, and value and litigation is EUR 42 million. The claimant is maintaining that Addiko had terminated a loan without justification. The second case is a claim for compensation. It involved some EUR 6.7 million because Addiko is supposedly having to not provide -- prevented deed registration of a mortgage of a third-party. Three, an action by a guarantor who is claiming back the amount from Addiko, which he had to pay to a third bank in the extended context of a -- of the financing of a -- the purchase of a company, the value and dispute here is EUR 6.5 million. Regarding volumes, the 2 largest cases against Addiko are pending in both Bosnia and Herzegovina. One is an action, amount in dispute, EUR 12 million. Also relating to loss profit, plaintiffs is maintaining that Addiko had reduced the loan amount against the contractual provisions. Second, that was a claim for compensation because of an alleged enforcement proceedings and amount in dispute, EUR 7.5 million. Details on the provisions made in the cases are not announced given the fact that these cases are still pending. Altogether, provisions in the context of litigation, passive litigation that is, and tax issues in 2020 amounted to EUR 34.8 million, of which -- 95% of which are allocated assigned to legal disputes.
Edgar Flaggl
executiveThank you very much. I now move on and tell you that, that was the last question by IVA. And I'd like to now read out that IVA has been -- has applied that for granting discharge on the Management Board and the Supervisory Board, there will be an individual vote. This has been addressed and taken up, and we will be then having individual votes. And then I can read out Mr. Beckermann, your final words.
Florian Beckermann
attendeeWe'd like to thank Mr. Nemeth and Mr. Krause for their commitment of dedication in the interest of company. We wish you lots of success for any future task. You will be able to look back on the success attained in the past with satisfaction, and we wish Mr. Juranek, all the best for his new task. Thank you very much.
Edgar Flaggl
executiveI look at my watch. It's 12:48 p.m. And we have addressed reply to many questions. We now have a set of questions -- some questions to be answered, and I instruct that the last deadline for handing in question is 1:08 p.m. So any questions we receive by 1:08 p.m. to the question at [email protected] it will be answered. After that moment in time, we will not allow and admit any further questions. Questions received up to that moment in time will be answered by the Management Board, or myself. As the case may be. I further instruct that applications can be submitted in terms of proposed resolutions by shareholders. And instructions to the special proxies can be given until 1:08 p.m. After that, any applications and motions and instructions received will no longer be admitted. I now move on to our question list. Next set of question comes from Mr. Alexander Kozlik, our shareholder. Thank you very much for your questions. And before I deal with his questions, I'd like to read out your statement. Mr. Kozlik wrote as follows. Altogether, you can be satisfied with a Addiko Bank's business performance. And this is shown in the analysts' performance -- of analysts and in the share price development. I think it seems to have being bad lack with the people on the Board. At the end of May, CEO, Nemeth, and as well as Risk and financial Director, Mr. Krause, are to be leaving the bank voluntary? After just 1-year stay, perhaps that's in a hurry? The new CEO will be the Ex Deputy of the Supervisory Board, Mr. Herbert Juranek, and who is rooted in the [indiscernible] Asset Bank team, all that of the Board members, [indiscernible] and [indiscernible] left had to leave? And all this under the eyes of the Ex-FMA man who is the garden of a clean capital market. Now he is committed to the wellbeing of a company, but he is getting a pricily fee for that remuneration. And then we move on to the questions. The new Management Board, will it cost more for the company than the previous one? And which costs have you been budgeting? I will reply to this question myself. Mr. Kozlik, thank you for the question, which I will answer as follows. The total cost of the new management Board of Addiko Bank AG are not yet known, given that we're still searching for CRO, and will probably be published in the remuneration report for the financial year 2021. And then the next question also asked by Mr. Kozlik, and it's as follows. Could you give us a detailed report about why these changes in staff were done? Why were such moves made? Mr. Kozlik, thank you for this question. And then I will provide the following answer. Since the 27th of November 2020, the Supervisory Board elected -- or the shareholders elected a new Supervisory Board as the new members of the supervisor report familiarize themselves with the company and intensively dealt with the company, the committee for Board affairs in March 2021 together with the total Supervisory Board decided that the moment has come to appoint a new and balanced Management Board to further strengthen management. I'd like to explicitly point out that there is no indication of any criminal conduct, compliance breaches, money laundering or any other misappropriations. This fact results from the very simple consideration that we take a handover period last until the late of May in 2021, where both Board members will be active and will ensure a smooth transition. The next question was asked Mr. Kozlik again. Why is it that only Mr. Krishnamoorthi remained on the Board from the old Board members? Mr. Kozlik. Mr. Krishnamoorthi is responsible for the digitalization strategy for Addiko Bank AG, and it is one of the major pillars and elements of the implementation of the consumer oriented business strategy. This is why the Supervisory Board decided to maintain continuity. Next question. Mr. Kozlik again. How was the post -- Management Board posted publicly, was there a headhunter? Which selection criteria were ultimately decisive? Thank you for this question. And the answer is the following. Regarding the appointment of Mr. Herbert Juranek, there was no vacancy posting. However, the nomination committee had an evaluation interview with Mr. Juranek. With Mr. Herbert Juranek, Addiko Bank AG has been able to recruit an experienced banker who actually have a long track record, a successful track record in different positions on boards, management boards and supervisory boards in financial institutes, especially in Eastern Europe. He's highly motivated in order to further accelerate this type of strategy and to generate additional growth opportunities. In addition to its focus on digital consumer SME loan business, one of his priorities will clearly be further optimization of costs. As a Deputy Chairman of the Supervisory Board, he has been able to gain a deep insight into the company ever since 27 November 2020. Moreover, the Supervisory Board has commissioned a leading executive consultant to support the Board in looking for adequate candidates, internally and externally, for the position of the CRO. Next question by Mr. Kozlik. When will the Management Board be full again? I will take this question, and answer as follows. We'd like to ask for your understanding that we cannot indicate a specific moment in time, when the Management Board will be complete at the current moment in time, the recruitment process has not yet been completed. Let me mention in this context, that it might be possible that we group or pool several areas under the responsibility of one Board member. Not only for Mr. Juranek and Mr. Krishnamoorthi have comprehensive banking competencies and business strategies, but also that our department management have extensive experience in this area. Next question, Mr. Kozlik. What changes have that been or will there be regarding the amount of remuneration for the Management Board members? Again, I will take this question, and I will answer as follows. The planned costs for the Board of Addiko Bank AG for the year 2021 have been set at EUR 2.62 million, gross. This does not include the changes on the Board, the entire Board remuneration will be known once the search of a CRO has been completed. Next question, Mr. Kozlik, again. The most recent changes in the composition of the Board, solely due to the Swedish investor, Erik Fällström. Did he take any influence on decisions taken by the Supervisory Board? I will again take this question. Mr. Kozlik, the answer is no. The Swedish investor, Erik Fällström did not take any influence on decisions of the Supervisory Board regarding the composition of the Supervisory Board. Next question. Mr. Kozlik, again. In the context of the change on the Management Board, could you give us a detailed presentation of the cost accruing for the company? Answer. The costs for dissolving the contract of the 2 outgoing Board members, as already stated, will amount to approximately EUR 1.5 million. Next question. Mr. Kozlik, again. And the question is, what about D&O insurance, the costs, the insurer and the group of persons covered? Mr. Kozlik. Again, thank you for this question. We do have D&O insurance that covers all Board members, Management Board, Advisory Board, department heads and the bank. As such, the banks of the Addiko Group has insured persons to cover some the insurance is EUR 60 million, and the validity is until July 1, 2021, and an annual premium of EUR 345,000 plus insurance tax. Next question. Did the auditor issue a management letter? Which were the main issues addressed? Which measures were suggested, and which are being implemented or have already been implemented? Thank you very much for this question. I will take it and answer as follows. The bank received a draft management letter for 2020, which will be presented to the next Audit Committee meeting in May 2021. And proposal for improvements include the following: The IFRS 9 ECL calculation; IT in the area of business continuity; and AML measures. Internally, we have already drafted a plan of action, and we expect that most points will be solved during this financial year. Next, Mr. Kozlik. What is the number of participants in today's virtual AGM? What are the costs of this meeting altogether? Mr. Kozlik, thank you for this question. And I will answer as follows. Currently, we only have a cost estimate based on our experience from the meeting in November 2020, the regular AGM. And the cost estimate is EUR 165,000, regarding external costs. Well, since Addiko Bank AG has never hosted a physical AGM, it's very difficult to make a comparison with a physical AGM. For a physical AGM, there are no costs or low-cost for video streaming, video broadcasting and for the special proxies. Next question, again, by Mr. Kozlik. What about attendance at Supervisory Board meetings, the total cost of the Supervisory Board incurred in the year end review, including all remuneration, travel costs and taxes. I will take this question myself. Thank you for the question. And my answer is, regarding the number of supervisory Board meetings held and a number of -- the rate of participation of the Board members. I refer to the corporate governance report 2020. Ancillary costs for the Supervisory Board members in the business year 2020 amounted to EUR 16,245.03, of which travel costs EUR 9,636.03. And the cost of further education and training, fit and proper training, EUR 6,609. The total remuneration paid out to the members of the Supervisory Board of Addiko Bank AG in the business year 2020 amounted to EUR 378,898.30. Next question. Again, by Mr. Kozlik, and it's as follows. Can you break down the provisions of EUR 58.2 million to the major items? And I give this question -- I pass it on to Mr. Krause.
Markus Krause
executiveThank you very much. Provisions are shown in detail in the group annual report, annex 51. The major positions are pending litigation, tax litigation, EUR 34.8 million, given promises and guarantees in the amount of EUR 10.4 million. Provisions for variable compensation, EUR 6.6 million. And this includes long-term bonus payments for staff members and key persons -- persons in key functions.
Edgar Flaggl
executiveThis brings me to the next question. Again, by Mr. Kozlik, what are the major legal disputes Addiko Bank is involved in? Yes. In which major legal dispute is Addiko Bank involved in? And I will pass on this question to Nemeth.
Csongor Németh
executiveMr. Kozlik, thank you very much for this question. Addiko Bank AG itself is not involved in any major litigation. The large major -- the 5 major cases across the group have been already outlined in an earlier answer next answer.
Edgar Flaggl
executiveNext question. Mr. Kozlik would like to thank you for your question. As we shared, do not have a registration list, could you briefly point out what the current owner structure is based on the current registration list? And I give this question to Mr. Nemeth.
Csongor Németh
executiveThank you very much, Mr. Flaggl, Mr. Kozlik, the owner structure based on the registration directory will be available publicly once the notarial record or transcript has been made. The ownership structure based on received report is as follows, and in line with what is published on our website. TDM invest 3 AG: [ 9.9% ]; the European Bank for Reconstruction and Development, EBRD, 8.4%; Wellington Management Group LLP, 7.18%; Gesellschaft mit beschränkter Haftung, GmbH, 6.99%; [indiscernible] GmbH, 6.84%; and Florian Investment Partners LP, 5%; MW Funds Pte. Ltd., 5%; Management and Supervisory Board 0.57%; other shareholders, 50%.
Edgar Flaggl
executiveThank you very much. Next question. Mr. Kozlik asks the following. Does the Management Board anticipate for the financial year 2021 higher loan portfolio impairments? Mr. Krause, you would like to take this question, please?
Markus Krause
executiveAs already presented in the CEO presentation, we expect for the financial year 2021, loan risk costs in the amount of up to 1% of the average loans, the net loans and liabilities to customers.
Edgar Flaggl
executiveThank you. Next question, Mr. Kozlik, again. How many people attend today's virtual AGM? And what is the estimated total cost of today's AGM? Mr. Nemeth?
Csongor Németh
executiveThank you, Mr. Flaggl. Mr. Kozlik. Thank you for your question. Today's AGM, we have participation of 98 investors, representing 77% of the voting capital. Regarding the total cost, I'd like to refer to a previous answer.
Edgar Flaggl
executiveThank you very much next question. D&O insurance, the premium, the insurer and the scope of persons covered. And I like to answer this question myself. Thank you for the question. The question has already been answered earlier. Next question, Mr. Kozlik. What is the outlook? For the financial year 2021? Mr. Nemeth?
Csongor Németh
executiveMr. Kozlik, thank you for your question. I'd like to reply as follows. With the publication of the annual results for the year in 2020, the bank provided an outlook for the year 2021. The major pillars relate to those parameters which has been used for the outlook 2020. And these are the following: gross, customer liabilities, approximately EUR 3.5 billion, and plus 5% growth in the focus areas; second, net banking result, stable at the level of the previous year, approximately EUR 235 million; operating expenses, less than EUR 174 million, and that includes EUR 3 million for AQR and approximately EUR 6 million for the bonus pool. For the CET1 ratio over 18.6%, applying the CR transitional provisions; loan risk costs on financial assets, less than 1% on average loans on the amounts owed from customers. Regarding the dividend, the Management Board communicated distribution ratio of approximately 60% of the net profit of the group.
Edgar Flaggl
executiveThank you very much. This brings me to the next question. Mr. Alexander Kozlik, and this as follows. Although we can assume that 99% of all shareholders are fluent in English, the CV of the new Supervisory Board member to be elected, Mr. Pieter van Groos should be translated into German. This is something that can be done in 10 minutes. Dear Mr. Kozlik, thank you for this objection. We kindly ask for your understanding. That we have refrained from providing a German translation that was made available to us in English. Also, given the fact that the group language is English. And to conclude, the set of questions are for Mr. Kozlik. I'd like to thank him once again for his many questions. And I'd like to read out the statement, which reads as follows. Ultimately, I'd like to praise you for the results attained in a very difficult environment. Thanks to everyone involved. And most importantly, stay healthy. And I look forward to an upcoming AGM, where we can all be present again. Thank you very much, Mr. Kozlik, for this concluding statement. I now move on, and the next question was asked by Mr. Florian Nowotny. It's several questions relating to agenda item 8b and agenda item 9. First of all, question for the introduction. In the proposed resolution, it is stated that the targets for the future CEO will be designed like those for PAIF. And my specific question, why is the share price being used as a basis for the share price increases to be attained? Is it ensure that the share price at the time the new member of the management takes up his duties is the relevant reference value and not as is apparently the case with PAIF, you take value from the previous year. Is it further ensure that in spite of the increase of the variable remuneration, 262%, the remaining parameters contained in the remuneration policy for the Management Board are being adhered to. In particular, which rule applies regarding the limit on one-off compensation for loss of income stated in Section 13 of the remuneration policy. Dear Mr. Nowotny. I will reply as follows. The long-term incentive plan agreed with Mr. Juranek, LTI is linked to a 3-year period of office. Given this LTI, Mr. Juranek is also not entitled to participate in the regular framework program for performance acceleration, PAIF. To reflect the long-term character of the LTI, a full payout of the LTI can only be insured if the goals are met, and that is a decided criteria in all 3 years of Mr. Juranek term of office. In addition to the share price, he -- all budget, goals, capital requirements and other requirements, in particular, concerning risk management must be met in all 3 years, all ex ante and exposed risk adjustment procedures apply in accordance with the general remuneration policy and PAIF. In this way, the share price at the time, Mr. Juranek takes on office on the first of May 2021 is only one of many factors. The relevant thresholds regarding the share price to be achieved are progressive and layered, increasing in each business year. And at the end of the third year, they will amount to EUR 23 to EUR 25. From today's perspective, this can be considered to be highly ambitious. In addition, in the context of the PAIF, I'd like to note that the threshold for the share price based on the weighted average rate was defined in December 2021. And this share price is also to consider a second tranche, tranche 2, to be paid on the basis of current expectations by management, if adopted by today's meeting, and the conditional dividend in the amount of EUR 2.03 per dividend-bearing share. The target share price for PAIF was authorized in the Board meeting of 9 March 2021 after consultation with the European Central Bank. Regarding the second part of your question, as has been mentioned, all parameters of the remuneration policy of the management apply also to LTI. The provision in the context of Section 13 at the regeneration policy is not -- is applicable to the fixed annual remuneration and the regular target bonus, but not to the LTI. I now move on to the next question. [Foreign Language] [Interpreted] Again by Mr. Nowotny. In the run-up to the remuneration proposal for the Supervisory Board, were there any evaluations of benchmarks, in particular, if you take account of the remuneration for the chairmanship and deputy chairmanship in committees. It appears that the total remuneration compared to other Austrian banks is quite high. These remunerations for the Chairman and the Deputy Chairman equally apply to all 5 committees? Or is there a tiered system or tiered regime depending on the importance and work intensity of the individual committees? A small note in the text of the resolution on the agenda items, 9 references made to the AGM of Addiko Bank, which means the relevant body of a limited company, the annual General meeting, right?
Kurt Pribil
executiveThank you very much for your question. I'd like to answer this question and point out that benchmarking, in the case of Addiko, would not be very informative. The acceleration of transformation, demands intensive work by the Supervisory Board and the Supervisory Board's willingness to get involved beyond the usual time frame. In 2020, the Supervisory Board had indeed 19 meetings instead of the usual 4. By the end of the first quarter of 2021, 9 Supervisory Board meetings have already been held. This added effort is to be compensated in order to create motivation among the Supervisory Board to monitor the Management Board as well as possible and to support it with advice to ensure the independence of the Supervisory Board as recommended by the EBA guidelines regarding a sound remuneration policy. The fixed remuneration is to be increased depending on the function, chairmanship or deputy chairmanship but not by committee as this diverse distribution, which, of course, determines the -- is determined by the competencies of the Supervisory Board members, makes a balanced distribution of the time spend possible. It is now almost 1:26 p.m., we have already read out and answered numerous questions. Follow-up questions can still be introduced for another 5 minutes. So if you wish to put questions, you have to do so by 1:31 p.m. by e-mail to [email protected]. So after 1:31 pm, no more questions will be admitted. And questions received by then will be answered by the Management Board. So we suspend the meeting until 1:31. We're going to continue [Audio Gap] [Foreign Language] Thank you very much for giving us a few more minutes. We've checked but there are no more questions. No more questions have been received, and I therefore close the general debate. And I point out that, as announced, no further questions will be answered. I now give the floor once again to the 4 special proxies and ask them to read out any motions they may have received or to confirm that no motions have been received. And I give the floor to Mrs. Brandstetter.
Maria Brandstetter
attendeeThank you. Mr. Chairman, I have not received any motions. Thank you.
Kurt Pribil
executiveI give over -- I give the floor to Mrs. Brauner.
Verena Brauner
attendeeI haven't received any motions either. Thank you.
Kurt Pribil
executiveMr. Oberhammer, have you received any motions?
Ewald Oberhammer
attendeeThank you, Mr. Chairman. I haven't received any motions.
Kurt Pribil
executiveAnd last but not least, Mr. Beckermann?
Florian Beckermann
attendeeThank you. Mr. Chairman, I have a motion received from a ballot card #5, and I would ask this to be taken on record. Separate votes are being requested.
Kurt Pribil
executiveSo notary Brix will take this on record. I note that it is now 1:36 p.m. And as of now, no more motions can be admitted. In a couple of minutes, I'm going to ask the 4 special proxies to inform me if the processing of the newly received or amended instructions has been concluded. So we move on to the vote. We're going to take a vote on items 2 to 9 on the agenda including motion 10 as the last motion to be voted on. Here is the current attendance at today's AGM. I note that according to the list of participants drawn up, pursuant to Section 117 of the Stock Corporation Act and signed by myself, 68 shareholders are represented by the 4 special proxies who are authorized to cast 14,970,259 votes, which means that the AGM has the necessary quorum to take valid decisions on the items on the agenda. The list of participants will be made available electronically to the 4 special proxies. For reasons of data protection, the list of participants will not be disclosed on the Internet. I now sign the list of participants and I decide that the vote be taken in accordance with the time-tested subtraction procedure. In this procedure, no votes and abstentions accounted and deducted from the total number of votes represented. And the result is the yes vote. For voting, before special proxies will use their instruction cards or voting cards which they received before the opening of the AGM. By entering the instruction cards and/or voting cards into the IT system, the number of shares represented is recorded. When voting yes, it is not necessary to raise the instruction cards or voting cards because the yes votes will be determined according to the subtraction procedure. The Instruction cards or voting cards will be read out aloud by notary Brix so that they can be recorded correctly. The voting procedure is monitored by notary Brix and the calculations are made by [ Daniel Bauer ] from the accounting service. I now ask the special proxies. Have the instructions or amendments of instructions now all been processed and other special proxies ready for the vote? I first give the floor to Mrs. Brandstetter.
Maria Brandstetter
attendeeYes, everything has been processed and I'm ready.
Kurt Pribil
executiveMrs. Brauner?
Verena Brauner
attendeeMr. Chairman, I'm ready.
Kurt Pribil
executiveMr. Oberhammer?
Ewald Oberhammer
attendeeMr. Chairman, all instructions have been processed.
Kurt Pribil
executiveAnd finally, Mr. Beckermann?
Florian Beckermann
attendeeAll instructions have been processed.
Kurt Pribil
executiveThank you very much. Now we can proceed to the vote. Vote on agenda item 2. Resolution on the appropriation of the net profit. I now put the proposed resolution of the Management Board and the Supervisory Board to the vote, and I move that the AGM resolve on the following appropriation of the net profit, the balance sheet profit for the financial year 2020 in the amount of EUR 46.605 million corresponding to EUR 2.39 per share, including the balance sheet profit for the financial year 2019 in the amount of EUR 40 million, which was carried forward to the financial year 2020 shall be distributed in 2 tranches, 1 unconditional one and a conditional one as follows. The first unconditional tranche in the amount of EUR 7.020 million that corresponds to EUR 0.36 per share shall be distributed for each dividend and carrying share on May 4, 2021. And the second, a conditional tranche of up to EUR 39.585, corresponding to up to EUR 2.03 per share is to be distributed not before September 30, 2021 on condition -- under the condition precedent that on the 12th working day of each calendar month after September 30, 2021 until January 31, 2022, neither a recommendation of the ECB would, in the company's view, conflict with a distribution of dividends nor a legally mandatory distribution restriction is effective or applicable. Should, on any such date, only a partial amount of the second tranche satisfy in the company's view, the above condition precedent, then the maximum amount, which can be specified to satisfy such condition precedent shall be distributed. If and to the extent the condition precedent for dividend payment regarding the second tranche is not satisfied until January 31, 2022, no dividend distribution regarding the second tranche shall take place. To the extent the balance sheet profit is not distributed in accordance with the above, it shall be carried forward to new account. Furthermore, the Management Board and the Supervisory Board propose the payment date for any dividend payment of the second tranche to be within 20 working days after the satisfaction of the condition precedent. [Voting]
Kurt Pribil
executiveWho is against the motion? I read out the instruction cards, Oberhammer and Beckermann, those were the no votes, abstentions, no abstentions. I announce the result. Yes votes, 13,219,096 corresponding to 88.30239%. No votes, 1,751,163, corresponding to 11.7%. Number of shares for which valid votes were cast: Total number of valid votes cast, 14,970,259. Percentage of the total share capital represented, 76.77% . No abstentions. I note that the motion has been carried by the required majority of votes and the AGM thus resolved on the proposed appropriation of the net profit for the business year 2020. We're now going to proceed to the vote on the third item on the agenda: resolution on the approval of the actions of the Management Board for the business year 2020. I note that as regards the approval of the actions of the members of the Management Board, no voting ban applies pursuant to Section 125 of the Stock Corporation Act. We will take separate votes. First, we take a vote on Markus Krause, whose actions are to be approved as a Management Board member. [Voting]
Kurt Pribil
executiveWho is against the proposal? Beckermann. Any abstentions? Brauner and Beckermann, those were the abstentions. Here is the result. Yes votes, 14,648,539; no votes, 112,720. Number of shares for which valid votes were cast 14,761,259 which corresponds to 75.70% of the total share capital. Abstentions, 209,000. I note that the motion has been carried by the required majority of vote and the AGM has resolved to approve the actions of Markus Krause as a member of the management board for the business year 2020. I now put the motion to approve the actions of Csongor Bulcsu Németh as Management Board member to the vote. [Voting]
Kurt Pribil
executiveWho is against this? Instruction card, Beckermann. Abstentions, no abstentions. Here's the result. Were there any abstentions or instructions for abstentions? No. Everything okay. So here's the result: Yes votes, 14,803,539; no votes, 112,720. Number of shares, 14,916,259 corresponding to 76.49% of the total share capital. No abstentions. I note that the motion has been carried by the required majority of votes and the AGM, thus, resolved to approve the actions of Csongor Bulcsu Németh as a member of the Management Board for the business year 2020. I now put the motion to the vote to approve the actions of GaneshKumar Krishnamoorthi as member of the Management Board till August 1, 2029. Who is against the motion? [Voting]
Kurt Pribil
executiveBeckermann. Abstentions, Brauner and Beckermann. Here is the result: Yes votes, 14,648,539; no votes, 3; number of shares 14,648,542 corresponding to 75.12% of the total share capital. Abstentions, 321,770. I note that the motion has been carried by the required majority of votes and the AGM resolved to approve the actions of GaneshKumar Krishnamoorthi as member of the Management Board for the business year 2020. I now put the motion to approve the actions of Johannes Proksch as Management Board member until May 29, 2020. [Voting]
Kurt Pribil
executiveWho is against the motion? Beckermann. Abstentions, Beckermann. Here's the result: Yes votes, 14,608,539; no votes, 3; number of shares, 14,608,542; percentage of total share capital, 74.92%; and a number of abstentions, 166,707. I note that the motion has been carried by the required majority of votes and the AGM resolved to approve the actions of Johannes Proksch as member of the Management Board for the business year 2020. I now put the motion to approve the actions of Razvan Munteanu as Management Board member until June 30, 2020. [Voting]
Kurt Pribil
executiveTo the vote who is against the motion, Beckermann. Abstentions, Brauner and Beckermann. Here's the results: Yes votes, 14,648,539; no votes 3; number of shares, 14,648,542 corresponding to 75.12% of the total share capital. Abstentions 321,717. I note that this motion has been carried by the required majority of vote. And the AGM resolved to approve the action of Razvan Munteanu as a member of the Management Board for the business year 2020. We move on to the vote on Item 4 on the agenda. Resolution to approve the actions of the manager of the members of the Supervisory Board for the business year 2020. Any voting bans pursuant to Section 125 of the Stock Corporation Act have been recorded in the IT system and have -- will be taken into account. I put the motions to the vote separately. First, approval of the action of Sebastian Prinz von Schoenaich-Carolath as member of the Supervisory Board. [Voting]
Kurt Pribil
executiveWho is against the motion? Beckermann. Abstentions, Brandstetter, Oberhammer. Beckermann has the results. Yes votes, 12,074,182; no votes 315,432. Number of shares, 12,389,614 corresponding to 63.54% of the share capital. Abstentions, 2,580,645. I note that the motion has been carried by the required majority of votes and the AGM resolved to approve the actions of Sebastian Prinz von Schoenaich-Carolath as member of the Supervisory Board for the business year 2020. I now put the motion to the vote to approve the actions of myself, Kurt Pribil, as member of the Supervisory Board since July 10, 2020. [Voting]
Kurt Pribil
executiveWho is against the motion? Beckermann. Abstentions, Beckermann. Here's the result: Yes votes, 14,773,420; no votes, 142,839. Number of shares, 14,916,259; 76.49% of the total share capital. Abstentions, 54,000. I note that the motion has been carried by the required majority of votes and the AGM resolved to approve the actions of myself, Kurt Pribil, as a member of the Supervisory Board for the business year 2020. I put the motion to the vote to approve the actions of Monika Wildner as member of the Supervisory Board since July 10, 2020. [Voting]
Kurt Pribil
executiveWho is against the motion? Beckermann. Abstentions, Brauner and Beckermann. Here's the results: Yes votes, 14,618,420; no votes, 142,839; number of shares, 14,761,259, representing 75.70% of the total share capital. Abstentions, 209,000. I note that the motion has been carried by the required majority of votes and the AGM resolved to approve the actions of Monika Wildner as member of the Supervisory Board for the business year 2020. I now put the motion to the vote to approve the actions of Herbert Juranek as member of the Supervisory Board since November 27, 2020. [Voting]
Kurt Pribil
executiveWho is against the motion? Beckermann. Abstentions, Brauner and Beckermann. And here's the results: Yes votes, 14,773,320; no votes, 3; number of shares, 14,773,323, 75.76% of the total share capital. Abstentions, 196,936. I note that this motion has been carried by the required majority of votes and the AGM resolved to approve the actions of Herbert Juranek as member of the Supervisory Board for the business year 2020. I now put the motion to the vote to approve the actions of Frank Schwab as Supervisory Board member since November 27, 2020. [Voting]
Kurt Pribil
executiveWho is against the motion? Beckermann. Any abstentions? Beckermann. Here's the result: Yes votes, 14,773,420; no votes, 3. Number of shares, 14,773,423, corresponding to 75.76% of the total share capital. Abstentions, 196,836. I note -- I now put the motion to the vote to approve the actions of Dragica Pilipovic-Chaffey as Supervisory Board member. [Voting]
Kurt Pribil
executiveWho is the against the motion? Beckermann. Abstentions, Beckermann. Here's the result: Yes votes, 14,600,827. No votes, 315,432. Number of shares, 14,916,259 corresponding to 76.49% of the total share capital. Abstentions, 54,000. I note that the motion has been carried by the required majority of votes and the AGM has approved the -- resolved to approve the actions of Dragica Pilipovic-Chaffey as Supervisory Board member for the business year 2020. I now put the motion to the vote to approve the actions of Hans-Hermann Lotter as Supervisory Board member until November 27, 2020. [Voting]
Kurt Pribil
executiveWho is against the motion? Brandstetter, Oberhammer, Beckermann. Abstentions, Brauner, Beckermann. Here's the result: Yes votes, 9,146,395. No votes, 5,584,645. Number of shares, 14,731,040, corresponding to 75.54% of the total share capital. Abstentions, 209,100. I note that the motion has been carried by the required majority of votes, and the AGM has resolved to approve the actions of Hans-Hermann Lotter as a Supervisory Board member for the business year 2020. I now put the motion to the vote to approve the actions of Henning Giesecke as Supervisory Board member until November 27, 2020. [Voting]
Kurt Pribil
executiveWho is against the motion? Brandstetter, Brauner, Oberhammer, Beckermann. Abstentions, Brauner, Beckermann. Here's the result: Yes votes, 11,899,892; no votes, 2,842,177; number of shares, 14,742,069 corresponding to 75.60% of the total share capital. Abstentions, 209,000. I note that the motion has been carried by the required majority of votes. And the AGM has thus resolved to approve the actions of Henning Giesecke as Supervisory Board member for the business year 2020. I now put the motion to the vote to approve the actions of Hermann-Josef Lamberti as Supervisory Board member until May 15, 2020. [Voting]
Kurt Pribil
executiveWho is against this motion? Brandstetter, Beckermann. Abstentions, Brauner, Beckermann. Here's the result: Yes votes, 12,450,657; no votes, 2,310,602. Number of shares, 14,761,259 corresponding to 75.70% of the total share capital. Abstentions, 209,000. I note that the motion has been carried by the required majority of votes. And the AGM has thus resolved to approve the actions of Hermann-Josef Lamberti as member of the Supervisory Board for the business year 2020. I put the motion to the vote to approve the actions of Christian Lobner as Supervisory Board member. [Voting]
Kurt Pribil
executiveWho is against the motion? Beckermann. Abstentions, Beckermann. Here's the result: Yes votes, 14,803,539; no votes, 112,720. Number of shares, 14,916,259 corresponding to 76.49% of the total share capital. Abstentions, 54,000. I note that the motion has been carried by the required majority of votes. And the AGM has thus resolved to approve the actions of Christian Lobner as member of the Supervisory Board for the business year 2020. I now put the motion to the vote to approve the actions of Thomas Wieser as member of the Supervisory Board. [Voting]
Kurt Pribil
executiveWho is against the motion? Beckermann. Abstentions, Beckermann. Here's the result: Yes votes -- I here will note that the motion has been carried by the required majority of votes, and the AGM has thus resolved to approve the actions of Thomas Wieser as member of the Supervisory Board for the business year 2020. [Foreign Language] Just to be on the safe side, I will read out the result once again. Yes votes, 14,803,539 for Mr. Thomas Wieser; no votes, 112,720. Number of shares, which votes have been validly cast, 14,914,259 Representing 76.49% of the share capital. Abstentions, 54,000. I note that the motion has been carried by the required majority, and the AGM has formally approved the actions of Thomas Wieser as member of the Supervisory Board for the financial year 2020. I now move on to the vote on agenda item 5, election of the auditor and the group auditor for the financial year 2022. I now put to the vote the proposed resolution, which has been raised out of the Supervisory Board, the AGM elect KPMG Austria GmbH - Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Vienna as the auditor and group auditor for the financial year 2020. [Voting]
Kurt Pribil
executiveAnyone who's against? Brandstetter, Beckermann. Abstentions? Brauner. Hence here's the results: Yes votes, 13,407,381; no votes, 1,407,878; Number of shares, which votes have been validly cast, 14,815,259, which is 75.98% of the share capital. Abstentions, 155,000. I note that the motion has been carried by the required majority and that the AGM has elected as auditor and group auditor for the financial statements 2020. I move on to agenda Item 6, the resolution on the remuneration report. I now put to vote the proposed resolution, which I have read out in the beginning, and which it has been available and accessible on the website of the company, namely that the AGM resolve and adopt the remuneration report as has been published on the website of our company. [Voting]
Kurt Pribil
executiveVotes against? Oberhammer, Beckermann. Abstentions, Beckermann. And here is the result: Yes votes 14,451,598; no votes, 405,944. Number of shares which votes have been validly cast, 14,857,542, representing 76.19% of the share capital. Abstentions 112,717. I note that the motion has been carried by the required majority, and the AGM has adopted the remuneration report. Agenda item 7, resolution on this remuneration policy of the Supervisory Board. I now put to the vote the proposed resolution that has been read out by me in the beginning and which has been accessible on the website of the company, namely that the AGM adopt the remuneration policy of the Supervisory Board, as has been published on the website of the company. [Voting]
Kurt Pribil
executiveVotes against; Oberhammer, Beckermann; abstentions, Brandstetter, Brauner, Beckermann. And here is the result: Yes votes, 14,202,755; no votes, 67,422. Number of shares, 14,270,197 representing 73.80% of the share capital. Abstentions, 700,062. I note that this motion has been carried by the required majority and that the AGM has adopted the remuneration policy of the Supervisory Board. Agenda Item 8, adoption of the remuneration policy of the Management board. I now put to the vote the proposed resolution read out by me earlier and which has been accessible on the website of the company, namely that the AGM adopt the remuneration policy of the Management Board as published on the website of the company. [Voting]
Kurt Pribil
executiveVotes against, Brandstetter, Brauner, Oberhammer, Beckermann; abstentions, Beckermann -- no abstentions. And here is the result: Yes votes, 11,541,560; no votes, 3,428,699. Number of shares, 14,970,259, representing 76.77% of the share capital. No abstentions. I note that this motion has been carried by the required majority and that the AGM has moved -- has adopted the remuneration policy of the Management Board. At the request of the shareholder for card 31. I'd like to file a protest or an objection. And the following reasons: Given the justification, and I have been asked to ask the notary to take this up for the minutes. And this also applies to agenda items 8b and 9. Here also, I have an instruction to file a protest or objection. Reason, the management board is responsible for the best possible management and the Supervisory Board has a duty to ensure, in a best possible manner, to work in the interest of the company. The maximizations are too excessive and too generous as the success of Addiko Bank depends on the commitment and dedication of the staff members. There was no similar success regime for the staff members, not even a share program for the staff members. End of reasoning. That was for the shareholder number 31.
Rupert Brix
attendeeYes. Thank you. I'm taking this at the minutes.
Kurt Pribil
executiveI move on to the vote on agenda item 8, and that is 8b, adoption of the variable remuneration components within the meaning of Section 8b of the Annex to Section 39b of the Banking Act. As already discussed, an increase of the variable remuneration component of more than 100% of the fixed remuneration components, up to 200% requires a prior approval and authorization by the AGM. I now put to the vote the proposed resolution I read out in the beginning and which has been available on the website of the company, namely that the AGM adopt the variable remuneration components within the meaning of Section 8b of the Annex to Section 39b of the Banking Act. [Voting]
Kurt Pribil
executiveWho is against? Instruction card Brandstetter, Brauner, Oberhammer, Beckermann. Abstentions? No abstentions. And here is the result: Yes votes, 11,270,744; no votes, 3,699,515. Number of shares, 15,970,259 representing 76.77% of the share capital. No abstentions. And I am taking on record the objection raised by Card #31 and the segment of reasons that have been read out. I note that this motion has been carried by the required majority. And the AGM has adopted -- thus move the variable remuneration components within the meaning of Section 8b of the Annex to Section 39b of the Banking Act. Vote on agenda Item 9, adoption of the remuneration of the Supervisory Board. I'd like to explain once again that on the 27th November 2020, the AGM decided on a share buyback program for employees, senior level executives and members of the Management Board, but also members of the Supervisory Board should participate. After this resolution and after an in-depth review of the facts, it was found, however, that according to the applicable ECB guidelines, share options for members of the Supervisory Board are not feasible, in particular, so as not to impair the independence of the body. This is why the new proposal for the remuneration of the Supervisory Board contains other performance-oriented and performance incentivizing remuneration elements that are not based on share options. The new proposal for the remuneration of the Supervisory Board is in compliance with the ECB guidance and promotes and remunerates time spend of the individual Supervisory Board members in regular meetings. I now put to the vote the proposed resolution read out earlier, available on the website of the company, namely that the AGM adopt the remuneration policy for the Supervisory Board. [Voting]
Kurt Pribil
executiveVotes against, Brandstetter, Oberhammer, Beckermann. Abstentions, Brauner, Oberhammer. And here is the result: Yes votes, 11,158,027; no votes, 2,173,739. Number of shares, 13,331,766 representing 68.37% of the share capital. Abstentions, 1,638,493. I note that the motion has been carried by the required majority. And but accordingly, the AGM has moved -- has adopted the remuneration for the Supervisory Board. We have an objection, shareholder 31 same statement of reasons as earlier and this is taken up in the minutes. Vote on agenda Item 10, election of a member of the Supervisory Board. I can inform you that Mr. Juranek will be resigning as a member of the Supervisory Board as per the end of today's AGM. This is why we will be -- even so electing Pieter van Groos, there will not be an increase in the number of Supervisory Board members. I now put to the vote, the proposed resolution I read out earlier, and which has been available on the website of the company, submitted by the shareholder MW Funds Pte. Ltd. namely that the AGM elect Pieter van Groos as per the end of the Annual General meeting of today until the end of the -- and general meeting that decides on formally approving of his actions for the business year 2021, elect him to the Supervisory Board. Before moving to the vote, I'd like to take the opportunity and inform the AGM that the Supervisory Board of Addiko Bank AG has taken note of the applications received by the shareholder MW Funds Pte. Ltd. to amend the agenda of today's AGM and that the Nomination and Remuneration Committee of the Supervisory Board of Addiko Bank AG had already started on search for suitable candidates replacing Herbert Juranek as a current member. And in particular, it has driven to step up the share of female supervisory board member. However, the candidates has declined the request and the possible nomination to be elected to the Supervisory Board of Addiko Bank AG. The Nomination and Remuneration Committee then conducted an interview with Pieter van Groos and recommended, after careful analysis, to Supervisory Board of Addiko Bank AG to support and back the application received by MW Funds Pte. Ltd. The Supervisory of Addiko Bank AG decided to recommend Pieter van Groos as the member of the Supervisory Board of Addiko Bank AG to the AGM because he has extensive experience in the area of consumer banking and digital loans and in-depth knowledge of the markets on which Addiko Bank AG operates, and therefore, can contribute by adding to the diversity of the relevant technical competencies on the Supervisory Board of Addiko Bank AG. In particular, the Supervisory Board of Addiko Bank AG has no concerns regarding the independence of Mr. Pieter van Groos. Anybody who's against? Oberhammer, Beckermann. Abstentions, Oberhammer. And here is the result of the vote: Yes vote, 12,485,326; no votes, 2,335,877. Number of shares, 14,821,159, which represents 76.01% of the share capital. Abstentions, 149,100. I note that the motion has been carried with the required majority and that the AGM has moved, elected Pieter van Groos to the Supervisory Board. I note that Pieter van Groos has expressed, even before this AGM, to accept his election if elected. This exhausts today's agenda for the Annual General Meeting. The results of the votes will be published on the website of the company. I would like to thank you, ladies and gentlemen, shareholders, for listening in on today's virtual AGM via Internet. And I now close today's AGM. I'd like to say goodbye to you. I wish you all the best, say thank you, and I wish you to stay healthy. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]
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