BAWAG Group AG (BG) Earnings Call Transcript & Summary

Ladies and gentlemen, as Chairman of the Supervisory Board, I take the chair in accordance with Section 116 Para 1 of the Stock Corporation Act, and I open today's AGM of BAWAG Group AG. In order to protect shareholders and other participants, the Management Board has decided to make use of existing regulations and to host this meeting virtually. Therefore, within the meaning of the COVID-19 Act and the COVID-19 regulation, this meeting today will be held as a virtual meeting in order to consider the interests of the company and participants. This AGM is fully broadcast on Internet, and I'd like to welcome our shareholders who are listening on Internet. As we are hosting this AGM as a virtual meeting, some changes apply compared to a meeting in the presence of shareholders. This has been explained in the convocation and in the documents. The notary, Dr. Brix will explain this in detail later on. Even though many of you are familiar with the procedures, which was applied at the last 3 meetings, we are on an obligation to provide the necessary legal explanation as there may be new participants at this meeting. This ensures that every shareholder is fully and comprehensively informed as a participant. First of all, we will be listening to all reports and proposed resolutions on all agenda items en bloc. After that, we will give the floor to the special proxies to read out any proposed resolutions they may have received from shareholders. After that, we will hold the general debate, that means questions will be read out and answered. After questions on all agenda items have been answered, we will proceed to vote on the motions as set out in the agenda. I note that, first, the convocation for today's AGM was published in compliance with the provisions of Section 106 stock Corporation Act in due course and time, in the Official Journal, Wiener Zeitung, of 3 March 2023; and that second, moreover, pursuant to Section 107 Para 3 of the Stock Corporation Act, it was disseminated electronically Europe-wide through pressetext on the same day. Within the meaning of Section 108 Para 2 of the Stock Exchange Act, the convocation was simultaneously transmitted in machine readable format via the intermediary chain directly to shareholders. I note that we have not received any requests for amendment of the agenda and no further proposed resolutions on the part of shareholders. And this is why there was no need to publish any of these on the website of the company. This is why at today's AGM, we will be dealing only with the agenda items as published in the convocation dated 3 March 2023. The documents to be disclosed pursuant to Section 108, Para 3 and 4 of the Stock Operation Act were made available and accessible on 3 March 2023 and on 10 March 2023 on the website of the company. I'd like to kindly ask our notary, Dr. Brix, to notarize the resolutions adopted at today's AGM to monitor the voting process, undertake the minutes pursuant to Section 120, Stock Corporation Act. Could I now ask the notary, Dr. Brix to explain the modalities for exercising shareholder rights as published on the website of our company at today's AGM and also the way we're going to host this AGM. You have the floor, sir.

Thank you very much, Mr. Chairman. Ladies and gentlemen, shareholders. In the convocation of the AGM dated 3 March 2023, it was announced that today's AGM will be held as a virtual AGM without the physical presence of shareholders. Moreover, on 3 March 2023, information on the organizational and technical requirements for participation at the virtual AGM was made available on the website of the company. Today's AGM is taking place in the physical presence of the Chairman of the Supervisory Board, Egbert Fleischer; the CFO, Enver Sirucic; Chief Administrative Officer, Dr. Guido Jestädt. And the 4 proposed special proxies, Daniel Spindler, representing Ewald Oberhammer; Matthias Fucik, Attorney at Law; Daniel Reiter; and Gernot Wilfling, Attorney at Law; as well as myself as the notarizing notary. Ewald Oberhammer has given a power of attorney to his staff member to his employee, Daniel Spindler, and Daniel Spindler will exercise all rights of Attorney at Law, Ewald Oberhammer as a special proxy, which have been granted to Ewald Oberhammer. So the proxies remain unchanged. The e-mail address for instructions to be given to Ewald Oberhammer remains unchanged and has been made accessible for Daniel Spindler. As representative of the statutory auditor, KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft, Wien, we have [indiscernible], who is available for the Management Board and the Supervisory Board by telephone and by e-mail for any questions. He's listening on the live stream. How are shareholder rights exercised today? The right to vote, the right to submit proposed resolutions, motions and objections can only be exercised via one of the special proxies proposed by the company in accordance with Section 3, Para 4 of the COVID-19 regulation. The right to obtain information at today's virtual AGM can be exercised by shareholders themselves via electronic communication. For instance, by sending in questions by e-mail to the following address, [email protected] if the shareholder in question has registered for the AGM in accordance with Item 4 of the convocation and has given the power of attorney to a special proxy. I now move on to the broadcast of today's AGM and its structure. The AGM in accordance with Section 3 Para 1 of the COVID-19 regulation will be fully broadcast on Internet in real-time audiovisually. BAWAG Group AG offers 2 alternative links to the Internet broadcast with an image and sound in German language. If there are any disruptions in the broadcast, please switch to the other provider. Today's AGM will be held in German. We are providing simultaneous interpretation for the entire AGM from German into English. We kindly ask you to check out the English live stream of the event. Mr. Sirucic will present the presentation of the Management Board. On account of this broadcast of the virtual AGM today on Internet, all shareholders are given a possibility via this audiovisual one-way connection to follow today's virtual AGM and to listen to the presentation of the management board, the answer to the questions of shareholders and also the voting process in real time. Please note that this live broadcast as a virtual AGM does not constitute a remote participation within the meaning of Section 102, Para 3, sub Para 2 of the Stock Corporation Act, and it does not constitute a remote voting pursuant to Section 102, Para 3, sub Para 3 Stock Corporation Act and 126 Stock Operation Act and this broadcast is not a 2-way connection. Shareholders, therefore, can only watch and follow this AGM. In order to facilitate the preparation organization and hosting of today's virtual event, shareholders have been asked not to ask their special proxies to ask questions and read out contributions. Shareholders can exercise their right to information themselves through electronic communication by submitting questions by e-mail exclusively to the following address, [email protected]. At today's AGM, these questions will be read out by the Chairman of the Supervisory Board, and they will then be answered by the CEO, the Management Board or the Chairman of the Supervisory Board. How is this right to obtain information specifically exercised. I'd like to point out that the right to obtain information at today's virtual AGM can be exercised by shareholders exclusively by sending an e-mail to the following address, [email protected]. Please send your e-mail from the same e-mail address which you indicated on your proxy form so that the company can identify the shareholder. Please use the question form which is available under the website by Internet address www.bawaggroup.com/hauptversammlung. If you do not use that question form, you need to indicate the data of the person, the name, company name, date of both, company registration number of the shareholder in your e-mail. Moreover, you also need to indicate the password indicated in the proxy form. So that in case of doubt, the company can quickly verify your identity and check conformity with the deposit certificate. Questions received by the company will be dealt with, read out and answered by the Chairman and then answered in accordance with Section 118 Stock Corporation Act. Shareholders, therefore, have a possibility to respond to developments during this AGM. In particular, by asking follow-up questions or additional questions. The chairman will structure the timing of the AGM, similar to meetings in the presence of shareholders. And at one moment in time, indicate a time up to which questions can be asked. I now move on to the special proxies. Shareholders have a possibility to change their instructions to their special proxies, in particular, when it comes to submitting new motions or amending their instructions on voting on one or several agenda items, but also when it comes to filing an objections on one or several agenda items vis-a-vis their special proxy and that also during today's virtual AGM up to a given moment in time. That will be announced in due time by the Chairman. Please send an e-mail to the e-mail address of your special proxy to which you also sent your proxy form so that the company and the proxy can identify you. These e-mail addresses are as follows, you will see them in the insert: [email protected]; [email protected]; [email protected]; [email protected]. And a simple mail, you need to indicate your name, company name, date of birth, company registration number of the shareholder. And also, you need to sign by adding your full name or in any other way as set out in Section 13, Para 2 of the Stock Operation Act so that a special proxy can establish your identity and conformity with the power of attorney or proxy. Please note that during today's AGM, you can only enter into electronic communication with your special proxy and that we do not ensure that they can be reached by telephone. The moment in time up to which instructions can be given to put motions, to cast a vote or to raise objections will be indicated and determined in the course of today's virtual AGM by the Chairman. I'd like to point out that it might become necessary to briefly suspend today's virtual AGM. For instance, in order to allow us to properly process questions and instructions received by shareholders. So much, ladies and gentlemen, as a summary, the way in which we're going to hold today's virtual AGM and as has been determined in the convocation and in the document on information on organizational technical requirements for participation at the virtual AGM. And I give back the floor to our Chairman.

Thank you very much, Dr. Brix for your explanations. As the Chairman of this meeting, I instruct that today's AGM be conducted in the manner set out in the convocation and the documents referred to and explained by the notary, Dr. Brix. The list of participants will be finished before the first vote. I will then sign it, and I will inform you on the presence of today's AGM. The list of participants will be made available electronically to those present here in the room and the special proxies for inspection. It will not be published on the website of the company for reasons of data privacy. Let us now start with the agenda. Agenda Item 1. Presentation of the approved annual financial statements together with the management report, the consolidated corporate governance report, the consolidated financial statements together with the consolidated management report, the proposal for a resolution on the appropriation of profit and the report of the Supervisory Board for the financial year 2022, the adopted financial statements and the management report, the consolidated corporate governance report, the consolidated financial statements and the consolidated management report, the proposal on the appropriation of profit and the report by the Supervisory Board for the business year 2022 have been made available pursuant to Section 108, Para 3 Stock Corporation Act on the website of the company. The Supervisory Board of BAWAG Group AG took charge of all tasks imposed on it by law, the Articles of Association and the bylaws. The Management Board informed the Supervisory Board in writing and orally in due course of time and comprehensively on all major issues. In addition to periodic meetings, the Chairperson of the Supervisory Board and of the Management Board discussed matters of current interest. As per 31 December 2022, the Supervisory Board consisted of 4 female and 5 male members, which translate into a female ratio of 44.4% on the Supervisory Board. The Supervisory Board focused on the financial statements and the consolidated financial statements 2021 and discussed the election of the auditor for the year 2023 are the major issues with which the Supervisory Board dealt with the strategy and the budget of BAWAG Group, the risk strategy, midterm planning as well as issues relating to self evaluation of the Supervisory Board and succession planning both at the level of the management Board as well of the level of the senior leadership team. The Supervisory Board also dealt with the acquisition of Idaho First Bank and the portfolio acquisition of Sberbank as well as with the integration of the DEPFA Bank and the Hello bank! Austria. Moreover, the Supervisory Board was regularly informed on all relevant developments and measures in connection with the Russia-Ukraine crisis. It also received updates regarding the litigation with the City of Linz and the recovery plan, and it adopted the share buyback program launched in July 2022 of BAWAG amounting to EUR 325 million. The Supervisory Board also dealt with the share participation programs, which BAWAG has launched across the group in 2022, meaning the BAWAG Employee Participation Program 2022 and the BAWAG Matching Program 2022. KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft in Vienna audited the financial statements and the consolidated financial statements 2022. The audit did not result in any complaints, all statutory requirements were met and a qualified audit opinion was issued. After in-depth debate, the Supervisory Board adopted formally the financial statements which are considered as approved in accordance with Section 96, Para 4 of the Stock Corporation Act. The Supervisory Board also checked the separate consolidated nonfinancial report, which is taken note of by the Supervisory Board. In this context, let me refer to the work of the committees, the report of the Supervisory Board, which is available on the website of the company. I'd now like to ask Mr. Enver Sirucic for his report.

Thank you very much, Chairman. Good morning also from my part. I'm going to report on the most important topics and developments of our bank for the business year 2022. Then I will take a look back to what happened since the IPO in 2017 and an outlook for 2023. Last autumn, as you certainly know, after a very long litigation, we lost the case against the City of Linz. EUR 254 million had to be written off. This had no impact on our regulatory capital because we had provisioned the effect in prior years fully. So finally, this chapter has been closed. After deduction of the write-off, we report a net profit of EUR 318 million and equity ratio of almost 12%. Yield on equity was almost 19%. Total assets compared to last year remained stable at EUR 650 million. The quality of assets further improved. As you can see, when you look at the percentage of nonperforming loans, which is less than 1%. And this corresponds to our conservative business strategy. This can also be seen when you look at the high percentage of secured loans and public sector loans, which is approximately 80% of the total loan portfolio. As regards M&A, there are 2 issues to report it. We took over the Idaho First Bank. The signing has taken place. We are still waiting regulatory approval, and we purchased a loan portfolio in Austria and Germany. On the following page, you can see the development in greater detail. Let's take a look at the left-hand side, the P&L. Net interest income up by 9% compared to the previous year, more than EUR 1 billion for 2022. This is primarily attributable to the changing interest landscape, which made a positive contribution and an increase in our lending business in the first half of the year. Net fee and commission income amounted to EUR 309 million, an increase by 10% compared to the prior year. This is primarily due to the contribution from the former Hello Bank, which we acquired. We were able to stand up to inflationary pressure and costs have even been reduced by 2%. As regards risk costs, there are 2 effects to be taken into account. You can see the reported value which includes the EUR 254 million written off for the City of Linz. And in the second column, you can see the operative value of EUR 122 million, up by 28% from the prior year. This is primarily due to the fact that we have set up a so-called management overlay of approximately EUR 40 million. This is an additional risk provision we have done so for prudential reasons, as we did during the pandemic and on account of the current macroeconomic uncertainty. In this additional risk provision, we have meanwhile reached EUR 100 million, which corresponds to the cost of risk for approximately one year. As regards the ratios, I already mentioned some of them, perhaps I should mention the net interest margin, which increased year-on-year, and we take it that it will improve further. As regards to the cost income ratio, we recorded a further improvement. We are now at less than 36%. On the right-hand side, you can see the balance sheet and changes compared to the prior year. As I said, the situation is very stable at EUR 56 billion. On the asset side, we can see an increase in customer loans, which is offset by a downturn in other assets. On the liability side, customer deposits dropped by 2%, which is due to the higher cost of living for our customers on average. However, deposits were quite stable. Apart from that, we focused on our own issues in 2022, a significant increase by 39%, particularly in the [indiscernible] pool segment. Long-term investments were made to secure our funding structure in the long term. Moreover, EUR 1 billion from TLTRO program was redeemed in December and another EUR 2 billion in January 2023. The figures were at a very high level in 2021, and this continues in 2023. Let's move on to the next page, looking at our capital ratios. We started 2022 with a CET1 ratio of 15%. Another 2.5% were added on account of our earnings and 60 basis points were invested in growth and in negative changes in other comprehensive income. As regards to the use of capital, there are 3 topics to be mentioned. The first one is the acquisition of new portfolios. We invested 30 basis points of capital and then as regards to capital distribution, the first item is on the agenda today. This is our dividend proposal, EUR 3.7 per share, 1.5% of regulatory equity has been reserved for that, another 1.6%. So it's the first block, and then we got the share buyback approved last year, and we conducted a share buyback in the amount of EUR 325 million, approximately 7 million shares were bought back and the majority of them were canceled after the conclusion of the buyback program. And this led to a reduction in our share capital to EUR 82,500,000. We are closing the year with a very sound CET1 ratio of 13.5%, which means that we have excess capital of EUR 0.25 billion, which will be invested in organic growth as well as new investments. If no acquisitions materialize, we would consider another share buyback up to 1 percentage point of the CET1 ratio subject to regulatory approval. On the next 2 slides, I'd like to show you our development over several years since our IPO. Moreover, I would like to give you an outlook to our targets for 2023. Thanks to satisfactory loan growth and acquisitions despite the negative interest rate environment, our core revenues increased continuously compared to 2017, plus 32% in core revenues. On the other hand, we adhered to our cost strategy. Since 2017, we've been able to save 10% of our costs. For 2023, our target is to increase core revenues by more than 12%, and costs are to increase by no more than 2%. This is also reflected in yield on equity. We have moved from plus 15% in 2017 to almost 20% in 2022. Our target is more than 20% in 2023. These increases have not been achieved at the expense of credit quality. We further reduced our NPL ratio to less than 1%, and we'd like to stick to that in the future. Let's move on to the next page, which shows capital generation and distribution. Now what's the benefit you have been deriving from this positive development. Since the IPO, we have distributed EUR 2 billion, EUR 1.3 billion in the form of dividends and EUR 700 million for share buyback programs. The number of shares has been reduced by 17% from -- since the IPO. This is reflected in the positive development of earnings and the dividend per share. For 2023, given our new targets, we expect further capital generation and more will be available for growth and for acquisition and capital distribution. The dividend proposal for this year is EUR 3.7 per share. For 2023, we're aiming at a dividend of more than EUR 4.10. Finally, a few words about sustainability. Sustainability has come to play an ever more important role in society, and it's getting more and more important for us as a bank. What can we do in terms of environment compared to other banks with an excellent initial position because the share of fossil-based exposure is marginal in our loan portfolio, less than 2% exposure in moderate to high-risk ESG sector. That was also confirmed by the ECB climate stress test. We were among the top 1/3 of all those tested, but we're not going to stand still. We will get even better in terms of disclosure. This is the target for 2023. We want to disclose CO2 emissions via our portfolio, and we also want to further increase our green lending portfolio. The way we're dealing with our employees is just as important. We've already implemented a number of measures, but we still want to see more women in leadership positions. We want to further improve our training and development programs for all employees. We also want to get better with a view to our customers as regards increased access to finance through further digitalization of our product range. We also want to give something back to society. Last year, we were able to launch a number of excellent initiatives together with external partners, and we intend to work further on these initiatives in the year to come. Thank you very much for your attention.

I'd like to thank CFO for his report. To conclude I'd like to thank on behalf of the entire Supervisory Board, the Management Board and all staff members of BAWAG Group for their achievements and continuing commitment in the year 2022. I'd also like to thank the representatives of the Works Council for the good cooperation on the Supervisory Board and for their constructive role in the company. The notary Dr. Brix will now present the proposed resolutions on all agenda items. Dr. Brix, you have the floor.

Thank you very much for giving me the floor. Agenda item 2, resolution on the appropriation of profit. The Management Board and the Supervisory Board proposed that the AGM adopt the following resolution. The profit available for distribution recognized in the annual financial statements of BAWAG Group AG as of 31 December 2022 in the amount of EUR [ 3,535,397,473.21 ]shall be appropriated in accordance with the Management Board's proposal as follows: Each share, which is entitled to a dividend on the record date, that was 5 April 2023 shall receive a dividend in the amount of EUR 3.70, adding up to a maximum of EUR 304,503,630 million. The remainder shall be carried forward to new account. The dividend shall be paid out on 6 April 2023, ex-dividend day will be for 4 April 2023. Agenda item 3, resolution on granting discharge to the members of the Management Board with regard to the financial year 2022. All members of the Management Board of BAWAG Group AG encumbered in the financial year 2022 are granted discharge for their activities in the financial year 2022. Agenda Item 4, resolution on granting discharge to the members of the Supervisory Board with regard to the financial year 2022. The Management Board and the Supervisory Board proposed that the AGM adopt the following resolution. All members of the Supervisory Board of BAWAG Group AG incumbent in the financial year 2022 are granted discharge for their activities in the financial year 2022. Agenda Item 5, appointment of the auditor and the group auditor for the audit of the annual financial statements of the consolidated financial statements for the financial year 2024. The Supervisory Board is proposing that the AGM adopt the following resolution. KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft will be appointed auditor of the annual financial statements and the management report is whether the consolidated financial statements and the consolidated financial report for the financial year 2024. Rationally, the auditor for the current financial year 2023, which is also KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft was appointed at the AGM Health on 28 March 2022. Agenda Item 6, approval of the remuneration report 2022, the Management Board and the Supervisory Board proposed that the AGM adopt the following resolution. The remuneration report for the financial year 2022 concerning the Management Board and the Supervisory Board shall be approved. Rationally, remuneration report for the financial year 2022 was drawn up in accordance with the relevant provision and resolved on by both the Management Board and the Supervisory Board. Agenda Item 7, resolution to authorize the Management Board: A, to acquire the company's own shares pursuant to Section 65 Para 1, Sub Para 8 and Para 1A and 1B Austrian Stock Corporation Act via the Stock Exchange, a public offer or over-the-counter. Also with the exclusion of pro rata shareholder rights of repurchase, reverse exclusion of subscription rights. B, to decide on any other mode of transferring the company's own shares pursuant to Section 65 Para 1b Stock Corporation Act that is other than via the stock exchange or public offer while applying mutatis mutandis, the rules on the exclusion of shareholder subscription rights. C, to reduce the share capital by canceling the treasury shares with no further resolution of the general meeting. D, all of the above. A through C, was revoking the corresponding authorization in accordance with the resolution on item 8 of the agenda adopted by the AGM on 28th March 2022. The Management Board and Supervisory Board proposed that the AGM adopt the following resolution. The Management Board shall be authorized for a period of 30 months from the date of today's resolution in accordance with Section 65 Para 1, sub Para 8 and Para 1A and 1B Stock Corporation Act to acquire own shares of the company. The consideration to be paid per share when acquiring shares must not be lower than EUR 1, the calculated proportion of the share capital and must not be more than 50% above the volume weighted average price of the last 20 trading days preceding the respective purchase. In the event of a public offer, the reference date for the end of this period shall be the day on which the intention to launch a public offer has been announced. Section 5, Para 2, 3 Austrian Takeover Act; the Management Board is authorized to determine the repurchase conditions. The Management Board may exercise this authorization within the statutory limit on the maximum number of owned shares either once or on several occasions up to a maximum volume of 10% of the share capital provided that the percentage amount of the share capital of the company relating to shares held by the company on account of this authorization or otherwise does not exceed 10% of the share capital at any time. The repeated exercise of this authorization shall be permissible. Also, it may be exercised for one or several purposes of the company, by a subsidiary section 1, 8, 9A, sub Para 7 of the company's code or by third parties acting on behalf of the company. The acquisition may take place at the discretion of the Management Board via the stock exchange or a public offer or with the consent of the Supervisory Board in any other legally permissible appropriate manner in particular, also under exclusion of the shareholders' pro rata rights of repurchase, reverse exclusion of subscription rights and also by using up equity capital derivatives. Trading in own shares is exclusive as a purpose for purchase. B, the Management Board is also authorized to transfer the acquired shares without an additional resolution by the general meeting via the Stock Exchange or Public Offer and to determine the terms of transfer. Further, the Management Board is authorized for the period of 5 years from the date of today's resolution in accordance with Section 65 Para 1B Stock Corporation Act to adopt the resolution subject to the consent of the Supervisory Board on the transfer of treasury shares different legally permitted method of transferring the via Stock Exchange or public offer and on an exclusion of preemption rights, subscription rights of shareholders and to determine the terms and conditions of the transfer of shares. This authorization includes, in particular, but is not limited to the transfer of own shares by using a different legally permitted method of transferring than via the stock exchange or a public offer for the following purposes: One, to the extent necessary to service debt instruments, including participation rights with conversional option rights or a conversion obligation issued by the company or its subsidiaries. Second, to transfer shares to employees, senior executives as well as members of the Management Board of the company or subsidiaries for remuneration purposes. Three, in order to be able to transfer the shares in exchange for noncash contributions provided this stand for the purpose of also indirectly acquiring companies, parts of companies or participations in companies or assets related to an acquisition project. Four, to carry out a so-called scrip dividend in the course of which the shareholders of the company are offered to contribute their dividend claim in whole or in part as a contribution in kind against the transfer of own shares. Five, in order to be able to transfer the shares in any other way than via the stock exchange or a public offer to all shareholders provided. The exercise of the present authorization is objectively justified on the exercise date in accordance with the respective applicable legal requirements. C, in addition, the Management Board is authorized to cancel the owned shares acquired in whole or in part without any additional resolution by the general meeting, with the consent of the Supervisory Board. The cancellation causes a capital reduction by the portion of the share capital that is attributable to the canceled shares. All authorizations, Section A to C can be used once or on several occasions in whole or in part, individually or jointly. The authorization also includes the use of treasury shares held by the company as well as shares in the company acquired by subsidiaries or third parties for the account of the company or a subsidiary pursuant to Section 66 Stock Corporation Act. In addition, the authorization set forth in Section B and C shall apply both to treasury shares already held in the company on the day of this resolution and to treasury shares to be acquired in the future. D, corresponding authorizations granted by the AGM held on 28th March 2022. Agenda item 8 shall be revoked. So much for the proposed resolution on the rationality is references made to the Management Board's report on the acquisition of transfer of treasury shares of the company pursuant to Section 65 Para 1B in conjunction with Section 170 Para 2 in conjunction with Section 153 Para 4 of the Stock Corporation Act. Agenda item 8, amendments to the Articles of Association, Article 10, the Management Board and the Supervisory Board proposed that the general meeting adopt the following resolution: Article 10 of the Articles of Association shall be changed to the effect of a new sub-Section 10.5 is inserted after Section 10.4, which reads as follows: 10.5 remote participation and remote voting. The Management Board is authorized with the consent of the Supervisory Board to provide that shareholders may participate in the AGM throughout its whole duration from any location by means of an acoustic and if necessary, as optical 2-way connection in real time, which enables shareholders to follow the course of the negotiations and if the Chairman gives them the floor to address the general meeting themselves, remote participation. Second, the Management Board is authorized with the consent of the Supervisory Board to provide that shareholders may cast their votes electronically from any location during the AGM remote voting. In this case, the Management Board shall regulate the manner in which shareholders may raise an objection. Three, for remote participation, 0.10.5.1 and remote voting, 10.5.2, separate registration may be required at an earlier date deviating from Section 111 Para 2 Stock Corporation Act may be set for the end of the registration period. Four, votes cast and the cost of remote voting, 10.5.2 shall be null and void if the resolution is passed at the general meeting with a different content than provided for in the form or in the input mask. Five, proposals for resolutions by shareholders pursuant to Section 110 Stock Corporation Act, shall be put to a vote only if the proposal is repeated at the meeting. In the case of resolution proposal by shareholders who are participating at the general meeting by way of remote voting, [indiscernible] sentence 1 shall be replaced by the submission of votes by electronic means prior to the AGM or the establishment of the connection for the submission of votes by electronic means during the AGM by the shareholder who submitted the proposed resolution. Six, a general meeting may be held with the physical presence of participants in accordance with the late provisions applicable on the day of the AGM, Virtual General Meeting. The Management Board shall decide with the consent of the Supervisory Board on the form in which the general meeting is to be held. This means where it's to be held, one, in the physical presence of the participants; two, without the physical presence of participants, a virtual AGM; or three, as a general meeting at which individual participants can choose between physical and virtual participation, a hybrid general meeting. If the AGM is convened by the Supervisory Board, it should be left to the latter to decide on the form in which it is to be held in the aforementioned sense. Seven, to the extent that the organizational and certain technical specifications for a virtual or hybrid general meeting do not result from the legal provisions on virtual general meetings applicable on the day of the general meeting or from the Articles of Association, they shall be made by the Management Board or the Supervisory Board as the convening body. Eight, in all other respects, the Management Board or the Supervisory Board as the convening body shall be called upon to take all decisions necessary to hold a general meeting or a hybrid meeting. Nine, the notice convening the virtual general meeting or corresponding information provided on the company's website from the 21st day prior to the AGM, should state the organizational and technical requirements for participation in the virtual general meeting. Ten, the virtual general meeting shall be transmitted visually and acoustically in real time for the participants. Public transmission of the virtual general meeting may be also carried out. Eleven, during the virtual AGM, shareholders will have the opportunity to speak by way of electronic communication, that is by e-mail in accordance with the legal provisions enforced on the day of the general meeting. If a shareholder is given the floor by the Chairman, he shall be granted an opportunity to speak by way of video communication by the Chairman. The Chairman decides on the order of the presentations and also on the time up to which contributions can be made or up to which questions may be asked. Twelve, in addition, the company shown in accordance with the legal provisions enforced on the day of the general meeting, provide shareholders with an electronic means of communication, such as e-mail, by which they may submit questions and motions for resolutions to the company, no later than on the third working day prior to the Annual General Meeting. The questions and motions for resolutions submitted in this way shall be read out at the general meeting or brought to the attention of the shareholders in any other suitable manner, for instance, on the company's website. Thirteen, in accordance with the legal provisions enforced on the day of the general meeting, shareholders may exercise their voting rights in electronic communication for all votes in the virtual general meeting and if necessary, also raise objections in this way. The company may in accordance with the technical possibilities on the day of the general meeting set up and announce a special e-mail address to which the voting right exercise or the objection can be sent to the company, offer the use of special voting software or a corresponding function on the company's website. A General Meeting portal for the purpose of exercising voting rights or for raising objections. Fourteen, in the case of a virtual general meeting, the company shall provide the shareholders at its own expense with at least one suitable special proxy who is independent of the company and who can be authorized by the shareholders to propose resolutions to cast votes and if necessary, to raise an objection at the virtual general meeting. So much for the proposed resolution. Given the insertion of this new subsection as shown above, the numbering of items 10.5, voting rights proxies and 10.6 majorities at the general meeting and the current version of the Articles of Association will be changed accordingly. And I will now read 10.6 voting rights and proxies and 10.7 majorities at the AGM. So much for the proposed resolution and it also contains the following: The Management Board shall be authorized to file this amendment to the Articles of Association with the Company's Register as soon as the corresponding federal law on virtual general meetings has been implemented, it is expected to be called [indiscernible]. In Germany and in Switzerland, laws have been passed that allow for general meetings to be held without the presence of participants, virtual general meetings. The Austrian Stock Corporation Act today already contains provisions enabling shareholders to exercise their rights without physically attending a general meeting, remote participation and remote voting, [indiscernible] BAWAG Group's AG Articles of Association today contain a provision that allow for a public broadcast of the meeting. It is expected that new legislation will be implemented in Austria during the course of the year, which will allow general meetings to be held virtually and provide legal framework for such general meetings. The Management Board and the Supervisory Board would like to amend the Articles of Association accordingly in today's AGM on 31 March 2023. So much for my presentation, and I'd like to hand back the floor to our Chairman.

Thank you very much, Dr. Brix for your presentation. This concludes the presentation of reports and proposed resolutions on all agenda items. I now give the floor to all of the special proxies and may I ask them, will they have received any proposed resolutions on the part of shareholders that have authorized them. If so, could you kindly read those out? If no, please confirm that you have not received any proposed resolutions. I'll first give the floor to Mr. Spindler.

Mr. Chairman, I have not received any proposed resolutions.

Thank you. Mr. Fucik.

Mr. Chairman, I have not received any proposed resolutions.

Dr. Reiter.

Mr. Chairman, thank you for giving me the floor. I also have not received any proposed resolutions. Thank you.

Mr. Wilfling.

Thank you very much. I have not received any proposed resolutions either.

Thank you very much. Notary will take that to the minutes. Let us now start the general debate, meaning that questions will be read out and answered. The company has received in advance to this AGM questions by e-mail from shareholders. And during today's AGM, we have also received questions from shareholders by e-mail. Could I invite all shareholders who would like to ask a question and the course of this AGM to do that now. And for that purpose, to send in their questions by e-mail to the following address, [email protected] as soon as possible. I, as Chairman of this AGM, will read out the questions of the shareholders. And the questions will then be answered by Mr. Sirucic and Dr. Jestädt as members of the Management Board or myself.I now move on to the first set of questions from Mr. [indiscernible] voting card 113.

The first question is, why isn't the AGM held as an on-site meeting. Corona no longer requires the virtual conduct of an AGM?

Thank you very much, Mr. Chairman. A cordial welcome to today's AGM. The topics of holding a virtual AGM and the proposed amendment to the articles of association of permitting the conduct of virtual AGMs in the future have received more feedback from you than expected. The topic certainly is an important one. AGMs are planned on a long-term basis. The Management Board and the Supervisory Board started thinking about having either an on-site AGM or a virtual AGM already in winter. At the end of 2022, we felt that to protect our shareholders, it's better to have a virtual AGM, provided the law permits that. The regulation on the conduct of virtual AGMs was prolonged in December as we had assumed. On the basis of that regulation, we can conduct virtual AGMs also in the first half of 2023. When we started with the detailed planning of the AGM at the end of January, we analyzed the infection numbers. At that time, 4,000 to 5,000 new infections per day were registered, and a 30-day trend was moving up. We therefore felt that a virtual AGM would be appropriate. And on the basis of that, we agreed with the service providers to provide their services as you know, depending on whether it's an on-site meeting or a virtual meeting, we require different technical services. Moreover, the virtual format enables shareholders, including institutional, international investors and retail investors, not based in Vienna, can participate in the AGM. Nevertheless, we take note of the different opinions expressed regarding our decision to have a virtual AGM today, but also with regard to the proposed amendment to the Articles of Association, which would only materialize if the legislator creates the necessary basis for that. As regards the amendment to the articles of association, we wanted to make sure that hybrid and virtual AGMs are possible also in the future. Hybrid and purely virtual AGMs can only be convened according to our proposal if the Supervisory Board agrees. So the agreement of the Supervisory Board is necessary, not just of the Management Board. But this doesn't mean that all AGMs will be virtual ones in the future. On the contrary, we listen to our shareholders, and we feel committed to you. Let me give you an example. Last year, based on the vote on the remuneration report, we decided to improve the quality of our remuneration report. We did make improvements in an attempt to meet shareholder expectations. And I hope this will be reflected in the result of today's vote on the remuneration report. And the same applies without restriction to virtual AGMs in the future. We will take concerns expressed against the conduct of virtual AGMs in the future in any decision. We will take your concerns very seriously.

Thank you very much for answering this question. Now we have a question from Mr. [indiscernible].

Please indicate the remuneration of the Management Board members broken down by fixed, variable and other remuneration. The sum total of fixed remuneration of all management board members in 2022 was a EUR 20.55 million. There sum total of variable remuneration for 2022 is EUR 14.25 million. That is a reduction by 20% from the prior year. As regards details, in particular concerning the remuneration of the individual Management Board members, I would like to refer you to the remuneration report, which contains all the details. Next question by [indiscernible]. Why is the remuneration of the BAWAG Management Board significantly higher than that of other major banks in Austria? In this year's remuneration report, for the first time, we have published 3 different peer groups which we referred to in determining the remuneration. These peer groups were selected in cooperation with FW Cook, an external remuneration consultant, a company that operates in the U.S. but also in Europe. As you can see on the basis of these peer groups, we benchmark ourselves not only against the banks in Austria but considering the expertise and the professional background of our Management Board members, have chosen a broader focus. We don't benchmark the bank merely against Austrian banks but against international banks. For details, please refer to the remuneration reports. You will find details on the methodology applied in selecting the peer groups. You will also find a list of companies that are part of the peer group. Next question by [indiscernible] Does the outcome of litigation with the City of Linz burden the 2022 and '23 results and possibly the results of subsequent years? What will be the burden in the individual years? Mr. Jestadt will answer the question.

Thank you. Let me briefly summarize the litigation with the City of Linz. The fact that we came to an out-of-court settlement with the City of Linz is positive. The out-of-court settlement finally concludes litigation that started 16 years ago, that is long before the current management was in office. The litigation was about a swap contract concluded at the beginning [ 2007 ] between the City of Linz and BAWAG and subject of litigation since 2011. At earlier points in time, we had tried unsuccessfully to draw a line under this heritage but without success. The Supreme Court judgment last summer was disappointing for us because the Supreme Court had originally supported some of our legal positions but finally, the court concluded that the contract was null and void and we have to respect this result. We used the Supreme Court judgment to launch a new attempt at out-of-court settlement and we succeeded. We carefully weighed the opportunities and risks of a subsequent case for proceedings for damages. You are aware of the conditions of the settlement. With the payment of EUR 10 million by the City of Linz, all claims have been settled. The 2022 annual result was burdened once with an amount of EUR 190 million. In 2023 and subsequent years, there will no other burden on our results. In the regulatory capital of the bank, the claim against the City of Linz of EUR 254 million, we had already completely written off that amount at an earlier point in time. And therefore, the out-of-court settlement had no influence on our capital position.

Next question by [indiscernible]. What is the amount of dividend distribution plan for 2022 and subsequent years? Mr. Sirucic will answer.

For 2022, we are planning to distribute a dividend of EUR 3.7 subject to today's approval. For 2023, as reported, we're targeting a dividend of more than EUR 4.10.

Last question by [indiscernible] The cost/income ratio in 2022 and the plan for 2023, Mr. Sirucic, please?

The cost/income ratio for 2022 was just under 36%. And for 2023, our target is to have a cost/income ratio of less than 34%.

So [indiscernible] questions have been answered and we move on to the question by [indiscernible] First question, I think it's regrettable that you're conducting a virtual AGM. In the convocation to the AGM, you're saying that the Management Board for the protection of shareholders and other participants decided to make use of a current legal provision, allowing the virtual conduct of AGMs. When and on the basis of which facts did you take this decision? Dr. Jestadt.

Thank you for this question. I think I've already answered the question because the question is quite similar to the question put by [indiscernible] So I'll refer to the answer given earlier.

Next question by [indiscernible] concerning agenda item 8, I request that this item be removed from the agenda. It's not very meaningful to amend the articles of association as long as the law has not been amended. If this item is not removed from the agenda, I will ask my proxy to vote against this agenda item and to raise an objection. Moreover, it deprives shareholders of the right to first study the legal basis and demand potential amendments to the articles of association. Thank you very much for this question. We take note of your comments. Next question, Page 18 of the BAWAG Group consolidated annual report. You purchased the small Peak Bankcorp, total assets, $500 million. How does that fit into the business strategies in the U.S.? Your focus is on the DACH region and the Netherlands. Against the background of the crisis of regional banks in the U.S., the question is all the more urgent. Mr. Sirucic?

Our core markets were defined some time ago. And our strategy, as [indiscernible] says, is focused on Austria, Germany, Switzerland and, in addition, the Netherlands. We call this the DACH/NL region but also Western Europe and the United States. This is nothing new. When we look at the split between the 2 regions, DACH/NL, on the one hand, Western Europe and the United States on the other hand, approximately, it's a ratio of 75% to 25%. This is not going to change in the future. The Idaho First Bank or Peak Bancorp, why do we invest in such a small bank in the U.S.? This is part of our overall strategy. In the past, when we extended our footprint in new markets, we tried to do that within a rather small framework. This is why we're focused on the acquisition of a small bank in the U.S. After conclusion of the regulatory procedures and the necessary approvals, we hope to engage in retail business in the U.S.A., similar to what we're doing in the DACH/NL region.

Thank you. Next question. How do you account for the steep price drop in March starting on the 13th of March and the insolvency of SVB in the U.S.A.? Do you have business relations with the SVB and similar regional banks like the First Republic Bank or the Signature Bank? Why was the insolvent Signature Bank included in peer group 1? How do you intend to adjust the peer groups? Mr. Sirucic?

Thank you very much for the questions. How do we account for the price drop in the current year? Of course, we are in an exchange with investors and other market participants to get an impression of what's happening. Let me start with the price development this year. Developments in the United States have had an impact on share prices of European banks because there is a general atmosphere of uncertainty in the stock markets, particularly in the banking segment. Well, the question was, do we have business relations with the Silicon Valley Bank and similar regional banks in the U.S.? No, we don't have any classic business relations but it may happen that within the framework of payments settlement, we are dealing with regional banks in the U.S. but we have no exposure to them. Well, we've been observing the above trend based on developments in the United States. But there's another factor. It's the situation around Credit Suisse, which had a negative impact on the share price development. As regards your question concerning the Signature Bank, which was included in the peer group for the remuneration point, you have a valid point there. But there is a timing component which is important. The process regarding the establishment and the analysis of the peer group extended over the entire year, starting with the result of the vote on the remuneration report at last year's AGM long before the Signature Bank was closed in March this year. We published our remuneration report on March 9, and the following weekend, the Signature Bank was closed. It had been included in the peer group for the first time but we're going to review the peer group every year and adjust it accordingly. I don't want to anticipate the decision of the remuneration report but I take it that the Signature Bank will no longer be part of the relevant peer group next year. Thank you for this question.

Well, I can only agree to what you said without anticipating any decision. Next question. ESG targets, do you think that 3 ESG targets sufficient? How about diversity, equity, inclusion targets? Mr. Sirucic?

Thank you. It's not the number of ESG targets that matters. It's the content. I don't know what is the background of your question. We decided to define short-term targets that can be implemented and that are measurable for you from the outside. This is why we define these 3 ESG targets. But this is not all. We will certainly further extend the entire framework. I don't want to anticipate discussions with my colleagues but I'm relatively certain that new targets focused on the loan portfolio will be included in the future. You mentioned diversity, equity and inclusion. This is an important component of BAWAG's DNA. As regards to diversity in the group, we are proud to be able to say that people from 53 nations are working within the group from different backgrounds and different age groups. There's a great degree of diversity. We are convinced that equal opportunities and inclusion are the best prerequisite for diverse teams and an inclusive corporate culture. And those are essential factors of success for us as a group. The Management Board will focus in particular on these principles being implemented also by our executives and our employees.

Thank you for answering this question. Now the last question by [indiscernible], is referring to Page 58 regarding our branch in London. The questions are, how many FTEs are working there? What kind of business is being done there? What was the result in 2022? What are the volumes? Are there nonrealized losses or are you trading on leverage there? Mr. Jestadt?

As of the end of 2022, 26 FTEs were working at the London branch. It's important to note -- you asked about the field of business there, colleagues in London are doing -- I'm engaged in the lending business, corporate lending. There is no securities trading which applies to the BAWAG Group as a whole. There is no trading book. No trading. Pure lending business is being done at the London branch. So sourcing of transactions and settlement of transactions is done in Vienna. The result of the branch can be found in the annual report on Page 256. It's EUR 15 million. I think I've answered your question.

Thank you very much. This concludes the questions by [indiscernible] I now move on to the questions by the shareholders, Petrus Advisers Investment Fund LP. And the first question is -- a set of question relates to lending to related persons, Page 181 of the Annual Report 2022. First, what was the reason for a 260% increase of lending to related parties in 2022? Second question, given the fact that management in the past used loans of BAWAG very rarely, only EUR 3 million in 2019, EUR 3 million in 2020 and EUR 10 million in 2021, this increase by EUR 26 million to EUR 36 million in 2022 is noticeable. Why did the credit behavior of management change vis-a-vis its own company in 2022? Three, what types of loan or credit were issued to management in 2022 and at which terms and conditions, interest rate term LTV? And then where do the terms and conditions granted to staff members differ from market conditions? This increase was due to mortgage loans taken at Management Board level. Of course, we welcome the fact that Management Board members do banking business with our own bank and not other banks. Loans to Board members and also to members of the Supervisory Board are issued at interest rates and terms and conditions that apply to staff members at the given moment in time. And these are market conditions for staff members. In addition, every loan to Board members who do -- need to be authorized by all Board members and also by the Risk and Credit Committee of the Supervisory Board. Next question. Regarding the suggested amendment of the articles. Article [ 10.5.6 ]as proposed is to give the Management Board with the approval of the Supervisory Board discretion to decide whether the AGM is held physically, virtually or in a hybrid manner. What is the purpose of point of this amendment of the articles? Why should shareholders be denied the possibility of attending physically by the Management Board if there is no legal provisions to that effect? Let me once again ask Mr. Jestadt to answer the question.

I already gave some explanations at the beginning. And let me state that we will be doing this only if and when the law has been passed so that we can use this opportunity of having meetings virtually. We take your comments and criticism serious. And this is demonstrated by the number of persons who were interested in this issue and have provided us with feedback. And we will make sure that next year, if that is a relevant issue and if the possibility exists to have a meeting organized in hybrid format, we will take up your concerns. And we will always act in the interest of our owners, our shareholders. So much for my answer now.

Thank you very much. I now have - we have read out and answered a number of questions that came in from shareholders. It is now 11:21. I now instruct that last questions should be sent to the address [email protected] by 11:41. That is the cut-off time and after that, no further questions will be admitted. Questions received by that time by e-mail will be answered by the Management Board. I also instruct that motions can be submitted by e-mail up until 11:41. After that, no further motions will be accepted. I return to our general debate and to the questions by [indiscernible] Question one, physical AGMs allow for efficient communication between shareholders and the Board has offered an AG at a meeting with shareholders. Therefore, it is difficult to understand that you limit interactive positive communication by wanting to host meetings virtually. There is no longer a need for that as the pandemic is no longer a relevant factor. Was the Supervisory Board involved in this issue? Mr. Jestadt.

You can be assured that the Management Board and the Supervisory Board have adopted this decision jointly. As I said, there's some lead time up to a general assembly, technological requirements. And when we plan for this meeting, the figure still gave rise to -- concerned corona figures. And this is why this year, we are having this meeting virtually. And next year, we'll see what we're going to do.

Thank you very much. Could I add that from the perspective of the Supervisory Board, I can assure you that we discussed this question in depth and the decision weighed all the arguments for and against. Next question. Customers and co-shareholders have told me that you are now collecting not only a deposit fee but a voting card service fee, if a shareholder orders a voting card. You are making life of small shareholders very difficult. What's the annual proceeds resulting from that? This service should be covered by the deposit fee. You -- are you really providing a service to the small and [indiscernible] capital market by that? And please do not collect this unjustified fee, which I consider to be counterproductive. Mr. Sirucic?

Thank you for this question. Let me first state that we are not the only bank which collects this fee in the context of the AGM. Regardless of that, the annual yield from that service are negligible. We will take that up and we will have an internal discussion whether we will change that in the future.

Thank you very much. I see that we still have questions coming in from [indiscernible] We are currently preparing that question or the answer. And I now move on to the questions by the [indiscernible] I will then come back to questions received recently. So it is an association to protect the interest of securities holders. Do you have business relations with the Silicon Valley Bank and similar regional banks such as the First Republic Bank or the Signature Bank? Enver?

Well, as explained earlier, we do not have any business relationship with those banks. It might happen that we use U.S. regional banks to handle payment transactions as part of our U.S. business. Apart from that, we don't have any business relations with those banks.

Next question. How high was the consultancy expenses in the context of the litigation with the City of Linz? In '22 and '23, until the settlement, the total amount was approximately EUR 300,000 in terms of legal costs. Now that we have reached that settlement, no further costs will accrue. Thank you very much. How can you account for the strong increase of risk costs of EUR 95 million to EUR 376.3 million? Enver?

Well, it's a good question. And there's 2 effects. One has been explained a couple of times. It was the writing down of the claim with the City of Vienna, EUR 254 million. Adjusted for that, risk costs amount EUR 222 million, which is an increase of EUR 27 million. And that is due, as I stated in my presentation, to additional ECL management overlay reserves. That's a general provision of approximately EUR 39 million. The underlying risk costs were stable or have even improved slightly. In fact, this was done given the uncertain economic outlook and the macroeconomic outlook. We consider that necessary to be even more cautious to add to our provisionings.

Thank you. We have received a number of questions that are comprehensive and we have dealt with questions so far. We will provide for a break. We will suspend this meeting for 15 minutes, and we will then carry on with the questions. In the countdown, you will see the live stream, a live ticker, a countdown. And after that, we will continue and resume our general debate. Thank you very much. [Break]

Thank you very much. We again continue the AGM with the general debate. [indiscernible] has put an additional question. He thanks us for having answered his question. And he says he would like to have an annual report in print because in that case, many questions would not have to be put. He regrets the fact -- he hasn't received a summary in print of the highlights of 2022. He says, it's a good thing that the Management Board waived its variable bonuses. That would be a good -- it would be good to know more about that because it would be a good example, for example, for RBI, which is not distributing a dividend but paying out bonuses. So the annual report is not available in print because from the viewpoint of ESG, it wouldn't be right to publish 100 copies which are hardly ever used. It would be neither ecological nor justifiable from the economic point of view. And you also said that Management Board remuneration is not available. Well, that's not true because it's all in the online annual report. You can find all the information in great detail there. And the fact -- you commented also the fact that the Management Board waived 20% of the variable bonuses. Considering the macroeconomic development, we considered it appropriate to react to these developments by taking the macroeconomic considerations into account in determining the bonus payments for 2022. So we have answered the additional question by [indiscernible] and move on to the questions by [indiscernible]. The first question by [indiscernible]. What have you spent on sponsoring in 2021 and 2022? What's being spent on online advertising and the social media? I pass on the question to Mr. Sirucic.

Well, the team is just working on the detailed answer to this question.

Therefore, I move on to the next question. What was spent on [ EDP ] hardware and software in 2022? Have you taken out insurance against cybercrime attacks? Yes, I have already received the details. The cost of hardware, approximately EUR 2 million; software, EUR 32 million. In 2021 -- 2022, EUR 9 million was spent on cybersecurity, and we did not take out additional insurance covering cyber losses. Could you list the funds and shareholders holding more than 5% in BAWAG? Yes, I can do that. T. Rowe Price and Wellington hold more than 5%. Both of them have been important shareholders of the BAWAG Group for several years. How many people were logged in last year? How many are logged in today broken down by Austria and other countries? Today's AGM is being followed by approximately 200 people, 80% in the German-speaking stream and 20% in the English-speaking stream, The same figures for 2021 were similar, 230 people were following the AGM and the breakdown was also 80% to 20%, 80% German-speaking, 20% English-speaking stream. Next question. How many employees are working in the back office today? How many external assistants have been brought in? We have a large team working for us in the background answering the questions. And I'd like to thank the team very much because they're doing a great job. They're supporting us very effectively. There are 4 people working in the back office. No external assistance have been brought in. Next question. How much did you spend in 2021 and '22 on the termination or redundancy of 400 employees' severance pay and social programs? Let me briefly explain that. The declining headcount in 2022 which you're referring to comprises not only severance pay and social programs because there is also natural fluctuation and people were taking their retirement. We have defined a social plan in BAWAG. There are different models. The actual severance pay depends on a variety of factors: length of service and age of the employee as well as personal circumstances, that may play a role. The costs of social plans in 2022 amounted to EUR 10 million, EUR 4 million carrying through profit and loss and in million covered by existing provisions. Next question. How many properties did you sell 2021 and '22? What were the proceeds? What's the valuation of real estate 2021 and '22? Do you intend to buy real estate again because prices have gone down? Mr. Sirucic will answer the question.

Real estate business is not part of our core business. We do not invest in real estate or trade in real state. Nevertheless, in 2022, no major sales were made. Proceeds amounted to EUR 10 million, profit on disposal, EUR 7 million. In 2021, we sold real estate for EUR 150 million, profits amounted to EUR 18 million. The book value of so-called investment properties is EUR 84 million, The book value of own tangible assets, plant, property and equipment, EUR 15 million. Total, EUR 99 million. We don't intend to expand our real estate business. Real estate will never be part of our core business.

Next question. What's the average salary of people working for easybank? In the remuneration, we only read about BAWAG employees. And how many customers does -- did easybank have in '21 and '22, including Hello bank? We did make some acquisitions in recent years, as you know. And we tried to integrate them into the existing brands. In the case of easybank, this is a brand, but the underlying legal entity is BAWAG. So everything is under the heading of BAWAG. I think you also asked about the average salary of employees working for the different brands. It's more or less the same because most of our employees are based in Austria or in the core markets of Germany and Switzerland. As regards to customers, we have approximately 2.1 million customers. And it's impossible to allocate customers to the individual brands because there is a certain degree of overlap between the brands, including Hello bank. Next question. How many customers did you lose in '21 and '22? As I said, total number of customers in 2022 is 2.1 million customers, a slight decline from the previous year for several reasons. We made some acquisitions and integration was necessary. And the partnership with Austrian Post was not prolonged a couple of years ago, which led to a decrease in headcount. Next question. Why wasn't the BAWAG Group represented at the [ VIN ] fair in Vienna? At least easybank should be represented there? This is due to a very trivial reason. We would love to participate in the [ VIN ] fair but it overlapped with the date of publication of Q3 results. So we will participate -- we are planning to participate in the future. How many employees does the Idaho Bank have? Mr. Sirucic?

As of 31st December 2022, the closing hasn't been made. But on the basis of the data published, we can tell you that the Idaho Bank has 82 employees.

Next question. How much do you pay in rent for the headquarters at Wiedner Guertel? How much did you pay in 2021? Approximately EUR 9.5 million in the year under review. How many branches did you have in '21 and '22? How many branches did you close? As of the end of 2022, BAWAG had 72 branches. In '21, it was approximately 80 branches. Next question. How much did you pay in rent for the branches in 2022? And how much did you spend on the modernization? Rental payments, well, we've been conducting an investment program for the branches, which is arriving at its end. Rental payments for branches amounted to EUR 8 million investments, to EUR 5 million. And then a couple of questions from [indiscernible] regarding our plans in the U.S.A. Are you keeping your eyes open for further banks in the U.S.A.? Mr. Sirucic?

A brief answer is no and the longer answer is, in the overall context of our strategy, as I said earlier, our regional breakdown is 75% DACH/NL and 25% Western Europe and the U.S.A. Through the acquisition of the Idaho First Bank, we will be gaining access to the American retail market, which is quite similar to our customer structure in the DACH/NL region. We're not planning further acquisitions in the U.S.A. We want to stick to the current mix of 75-25. This will not change in the near future.

Thank you. Next question. How many employees were working for easybank '21 and '22? What was the staff turnover? What's the percentage of credit card business at easybank? As I said, easybank is -- has become part of BAWAG and it operates under its brand but has been fully integrated. So individual allocation of employees and credit cards to easybank is not possibly can't be done meaningfully.

Next question. How much are you spending on sports sponsoring '21 and '22? How much do you spend on social media and online advertising? Mr. Sirucic, that was the original question. Now we've got the answer.

Sports sponsoring is done only in very few individual cases and the expenses are negligible. As regards online marketing, we spent EUR 2 million on that in 2022.

Next question by Mr. Berger. How much did you spend on EDP hardware in 2022? How much on software? And security software has a cyber insurance being taken out? The question has already been answered, but the question that is still open is the one about the streams. So we have 2 open questions, one concern the Idaho Bank. Do you intend to expand the bank's business? It only has 10,000 customers. It costs $65 million. When was the closing?

Well, the closing hasn't happened yet. We are still waiting for the closing because we haven't received the regulatory approvals and then the closing will happen.

Do we intend to expand the bank?

Well, this is our way, our access to the U.S. retail banking market, we will pursue the strategy which we are pursuing in over here. Simple products, mortgage loans, consumer loans, those are being -- going to be the focus topics. And the split will remain 75% DACH/NL and 25% Western Europe and the U.S.

One last question. Regarding the streams, can we answer that question?

Yes, we can. As regards to the streams, a comment was made that the Internet connection is very poor. It works here. I'm sorry if it doesn't work in your case. As regards to the costs, approximately EUR 18,000 for both streams. Thank you. We've now answered all questions by Mr. Berger.

I now move on to questions by IVA. And the first issue is again the AGM convocation. Unfortunately, we are meeting for a virtual AGM. This is something difficult to understand. As a consequence, shareholder interests are not fully respected. You do gain the impression that the BAWAG management wants to avoid discussions with its owners, unpleasant discussions. The COVID-19 Act is not a feel-well act. The AGM was proposed as such in a virtual form. Second question, when did you decide on the convocation was that a unanimous decision? And question number three, which pandemic criteria of the Austrian federal government were applicable when you sent the convocation? And question four, with regulations or laws provided or -- the convocation of real-time meeting? Five, when was the supervisory report informed on the convocation for a virtual AGM? Six, what is the opinion of the Supervisory Board on this type of convocation of a virtual AGM at that given moment in time? Agenda Item 8, amendment of the Articles of Association; point 10x, having virtual AGMs laid down in the step in the articles. Here, you're actually anticipating a legal provision that does not yet exist. There is no virtual company. So we are actually adopting a virtual Articles of Association. This is dubious this procedure. Have you consulted to legal advice on this amendment of the articles? And if so, which attorney's applauded you commission? What was the cost? And if this amendment of the Articles of Association is found to be legally invalid, have you agreed on any recoupment of costs and which members of the Management Board and the Supervisory Board are currently present at this AGM? It's a very comprehensive question, and Mr. Jestadt will answer the questions.

Well, on many points, we have already provided explanations and information, and I'd like to refer to earlier answers given. The decision to convene today's AGM was taken at management board level, and the decision was unanimous. The background at all arguments that were considered were explained earlier on, and it was the Supervisory Board as well that is involved in the decision. This decision was taken in winter 2022. And then finally, we decided on the virtual format. Infection figures on which we based our decisions were the official figures published by Argus. We do not see any prohibition to have meetings held in presence. We just used this additional opportunity after carefully weighing the pros and the cons. Regarding the amendment of the articles, we consulted with the notary present here, and we also consulted with [indiscernible] for their legal opinion, who support us in the preparation of the AGM. The fee for the preparation of the AGM for the law firm is less than EUR 10,000. We are convinced that the procedure we have chosen conforms with the law. And if the AGM resolves on amending the Articles of Association, this will be registered in the company's register. Application filing with the company's register will be made only -- and that is important. If a Federal Act has been passed, so we would not want to anticipate what happens at legislative level. We will wait until this law has been passed. This is something that is not yet finally determined. We'll wait and see what happens. And it might be that this exercise today will be null/void anyway, but we would not register this amendment if there is no corresponding legal basis. So that will happen once the law has been adopted. I can tell you that physically, we have the presence of Mr. Fleischer for the Supervisory Board as Chairman and Mr. Sirucic and myself.

Thank you for answering these questions. I now move on to the next set of questions, and that is remuneration for the Management Board. The Remuneration report has improved marginally. The remuneration of the Management Board was slightly adjusted and lowered. And still the wording is unusual. The total remuneration is totally out of the framework for remuneration of Board members. And in the European Union, no member of the Management Board receives a higher remuneration than the CEO. This remuneration is excessive. It disrupts customer trust. And can you describe the clawback clauses in the management contracts? How long is that term? And then on the remuneration report Page 19, why don't you indicate the variable remuneration for Mr. Jestadt? And then are there any costs arising in the context of the remuneration report by FW Cook?

Well, I'd like to point out that we are a supervised company, and we subject to the regulatory requirements on the banking supervision law. We strictly comply with those provisions. These also deal with clawback provisions on variable remuneration and repayments. And this is also provided for in our remuneration policy. The amounts included in the remuneration report concern those periods in which Dr. Jestadt was a member of the Management Board, not any earlier periods. Costs for external consultancy by FW Cook amounted to approximately EUR 30,000.

Next question. the purchase price for the first Idaho bank? And why are we -- do we have operations there, Mr. Sirucic?

Well, this question has been asked a couple of times in a similar manner. I'd like to refer to my previous answers regarding the closing or the purchase price, EUR 65 million. Closing has not yet happened as we are still waiting for final regulatory approvals. It's part of our strategy and of our group and that for some years, to continue operate in our markets to expand our activities and the U.S. is part of our target markets, and we are trying to access the retail market in the United States, which we've not had so far. These are the main reasons.

Next question. What is the exposure in CoCo bonds? Do we hold bank Credit Suisse CoCo bonds? Are we affected by SVB Signature Bank or Credit Suisse in any negative manner?

The book value of AT1 bonds or CoCo bonds is EUR 16 million, so it's a negligible amount. We do not hold any Credit Suisse CoCo bonds. We've never helped them at any time. And generally, we are not directly affected. But of course, there's an indirect effect, as I explained at the beginning. What has happened around those 3 banks, of course, has an impact on the share pricer and general uncertainties spread to movements. But all in all, I can say that we have been spared. And as we can see from our bond folio, that was a very robust performance in the first 3 months in spite of those market disruptions we've seen.

Next question. What's the current green asset ratio? And what are your plans for 2023? Mr. Sirucic?

Well, as I said earlier, one of our major targets for 2023 is to improve data quality and penetration, availability. I can tell you that this parameter, it's called risk position in taxonomy-eligible activities expressed in the total assets is currently 24%, and we are working on improving that ratio.

Next question. What is the volume of financing in coal, gas and heavy industry in 2022 versus 2023? Enver?

As a part of the overall strategy, not only in terms of last year's development, we were never active in that segment. And therefore, it's only logical from today's perspective that financings in the oil and gas industry account for less than 1% of our total assets. So less than 2% are accounted for by industries with moderate or high emissions altogether. And from the customers in these sectors, most are government-backed or government customers. So over time, we strongly assume that this will change towards becoming climate neutral.

And then the last question by IVA. Whistleblowing reports. How many reports whether in 2022? What is reports dealt with externally? And which resulted in an outcome?

I can be very brief in my answer. In 2022, there were no reports.

This concludes the answers to the questions by IVA, and I have now in front of me the questions by Mr. Alexander Costley. And he also talks about physical AGMs. It reline for an efficient communication between shareholders and the Board members. It is quite difficult to understand that you actually trying to prevent interactive positive communication or limited such communication without any need given to corona and the pandemic. Has the Supervisory Board been involved in this decision -- Jestadt?

I think this question was already answered, but I'll provide an answer another time. I can confirm, as was said by Mr. Fleischer, that the Supervisory Board was involved in the decision-making at several moments in time.

Customers and co shareholders have informed me that -- I apologize. This question has already been answered as well. Number of registered participants and how many are taking part over via the Internet? Enver?

1,354 shareholders are registered for today's meeting, 200 participants via the online screen.

Next question. Palfinger, yesterday, proved the fact that, that virtual AGM is obsolete. We had high attendance in sites. Palfinger has 36% free float. That is something BAWAG can only dream of. Given the current healthy or good health situation, this argument that you're protecting shareholders is just a defense. It is dubious in terms of data privacy that shareholders present their questions on the Internet. You can only protect data privacy by having an AGM with the physical presence of shareholders.

Well, thank you for your statement. We take note of your comment. And I think Dr. Jestadt has commented on this issue a couple of times. And one comment on free float. We are 100% free float. So that is a very good figure.

Next question. D&O insurance, the cost insurers, what is the stock of persons that has been defined, Mr. Sirucic?

I will start with the addresses, members of the Management Board, the Supervisory with executive level, employees and specialist functions. The insurance premium is around EUR 500,000, and we have several insurance companies.

Next question. How do the remuneration for the Management Board breakdown in detail a comparison with other Austrian banks?

I refer to the remuneration report, where you will find all details regarding the remuneration of the Board members. And regarding a comparison, I refer to what I said earlier, perspective of peer groups and how we have arrived at the figures.

Next question. What are the costs of the virtual AGM compared to an AGM and the physical presence of shareholders? Can we have a detailed breakdown of the cost of today's AGM, including the cost of the notary? Mr. Sirucic?

Well, we have not received all invoices yet, but the costs are comparable to last year. So we are waiting for the final invoices, but they are similar to last year's costs.

Next question. To what extent is BAWAG affected by the recent banking crisis? I think this has been mentioned and answered a couple of times, still, Enver, I'll give you the floor.

Well, you have to differentiate in 2 different areas. Our core business, there we are not really affected. No changes on the market side. You will see that reflected in the share price. We've discussed that today a couple of times. And also you see that in the spreads for financing on the capital market, not only for BAWAG, but also from other market participants. We see there's been a significant increase since March. And in recent days, we see that the situation has calmed down and rates are going down again. We will monitor the situation as it is directly relevant on our -- it's not directly relevant on our core business, but as a market participant, we are affected by this development.

Next question. What is the business outlook for 2023?

Sometimes things happen faster than you would imagine. So it's always difficult to give an outlook and make an outlook into the future. I've tried to explain in my presentation what the outlook would be, what our targets are, where we said we expect an increase of core profits of more than 12%, and that has to do with the positive development at the interest rate level. And on the cost side, we said there will be an increase of 2%, and this goes hand in hand with increases in salaries by tariff agreements. This will have an impact on costs. We are also well prepared for unexpected events by providing for additional risk provisioning in the amount of EUR 100 million. Customer developments, we've seen that since the second half year of 2022. we're seeing that loan demand is increasing by retail customers has been decreasing by retail customers and corporate customers. And also what we're going to see is deposits and the capital market side, there will be changes. We are currently confident that we will attain the targets we have set for ourselves.

Next question. How much did you pay for acquiring the SpareBank shares? And what is the expected yield?

Well, can I ask for your understanding that we cannot disclose information on the purchase price because there is a confidentiality agreement in place, and it's a business secret for us. But I can assure you whether this is the value of that portfolio, the acquisition of other portfolios or other banks, we have absolutely clear rules that have been defined. It must always be higher than the organic yield expectation that would be 20% in our case, which we set ourselves. So after all costs, after all risks, the acquisition must actually deliver the 20%. I can tell you that after 9 months, we are seeing that we are according to plan, even higher than planned concerning that particular indicator or figure.

Next question. Are you collecting a fee from shareholders for the voting card who can take part at an AGM as a deposit holder? And for which subsidiaries do you not charge that fee? Will you continue this policy? I think this has already been answered earlier. So I don't think we need to address this question and repeat the answer. Next question. Is there any major litigation, major cases in core? Which cases are they? And what provisions have you made?

Well, after settling the Linz case, I can tell you that we do not have any major litigation pending. I'm not saying that there's no litigation. There's no cases. We do retail business. We do corporate business. And of course, it's part of our business that there is litigation, but none I need to report specifically on. But the litigation as a result of our day-to-day business. You know there is one case that has been as long-standing as the Linz case, and that is the litigation around the insolvency of Alpina, a construction company. Here, some issues are still pending, but I would expect that, hopefully, by the end of this year, the thing with the case will have been closed.

Next question. Did you acquire a loan and securities portfolio in 2022? And if so, can you describe the assets?

Yes, that is the portfolio of SpareBank Europe, which we acquired. And a majority of those bonds and the debt portfolio was sold after acquisition. The remaining portfolio has a book value of EUR 166 million, and concerns Austrian creditors. The development of the consumer credit portfolio was German borrowers only, and it is -- it matches our portfolio in Germany. It is fully in line with our expectations. Book value was at EUR 450 million.

Next question. To what extent are you affected by problematic commitments in Ukraine and Russia?

Well, this does not come as a surprise. If you look at our strategy over the past 10 years, where we have decided to go to the West and up to the East. There is no direct impact because we have no exposure whatsoever vis-a-vis Russia or Ukraine, and a negligible exposure less than 1% in the CEE area.

Next question. Are you planning to introduce a Shareholder Day to improve cooperation with the shareholders?

No. This is not the case, but I'll take that up as a suggestion and as a feedback and discuss that with my colleagues in consultation with the Investor Relations team, so that we can follow up on that idea.

Next question. Is BAWAG planning to introduce an employee participation program? Mr. Sirucic?

That's a very important topic. We already have an employee share participation program. In fact, there are 2 programs. At intervals of 1 year, we grant bonus shares to our employees. We've done so twice. And we have introduced a so-called matching program. For 3 shares held or bought by an employee, a fourth share is granted free of charge. I don't want to anticipate anything, but we are currently talking to the Work's Council about a further expansion of the employee participation program. It's a very important topic for us that reflects the corporate culture.

Next question. Which measures is BAWAG planning to strengthen the Austrian capital market and to involve shareholders more effectively in what's happening at BAWAG? How about small shareholders?

We're spending a lot of time on engaging in exchanges with our shareholders in Austria and internationally. Our Investor Relations team is accessible, almost 24/7 and exchanges with us are possible at any time. But I will keep your comment on record, also what you said about a potential shareholder Day.

Next question. Attendance of Supervisory Board meetings, who was not attending and why not?

In 2022, the members of the Supervisory Board participated in all Supervisory Board and Committee meetings with the exception of a single member who was excused for one session. In addition to the formal meetings, there are regular exchanges between the Management Board and the Supervisory Board on current issues. We do have virtual meetings and on-site meetings, a hybrid format, that is based on the consideration that from the ESG point of view, it would not be always justifiable to have colleagues from the U.S. travel to Vienna, for Supervisory Board meetings. So we keep the CO2 footprint of the supervisory board in mind.

Next question. Potential savings in management Board remuneration, 10%. Would that be a possible target for BAWAG?

Well, existing contracts have to be executed and complied with -- and I think enough has been said on that.

Next question, percentage of nonperforming loans. What's the trend? Mr. Sirucic?

The trend has been very positive in recent years. In 2022, the NPL ratio dropped to less than 1%. As regards to the outlook, we are confident that the trend will continue, but it's always difficult to tell given the current macroeconomic situation. But when you look at the structure of our business model and our loans, I already mentioned that 80% are secured or public sector loans. So we are confident that the NPL ratio will remain low.

The last but one question. The costs of special proxies broken down by special proxy.

We haven't received the invoices from the special proxies yet. We can tell you at the next AGM.

And now, the last question about the top -- the virtual AGM. It has always been said that the Management Board and the Supervisory Board decide on the format of the AGM. But shareholders also have the right to be involved in this democratic decision. Mr. Jestadt?

One thing is important for me. It's not the case that we are not treating shareholders demographically. We listen to our shareholders. We did so last year. In the context of the remuneration report this year, it's about the virtual AGM. And the feedback we've been getting from you today was not anticipated by us. We wanted to create a possibility for the future. And you may rest assured that you, as our owners will be listened to. I can't anticipate the decision for next year, but you may rest assured that your feedback, which we have received today will be taken into account when it comes to deciding about next year's format. I hope you didn't get the impression that we are not paying attention to your rights. We hope that you can appreciate that and agree with us.

Thank you, Mr. Jestadt, for answering the last question. I close the general debate. And as announced, no more questions will be answered.

I once again give the floor to the 4 special proxies present here, and I ask him to read out any motions they may have received or to confirm that they have not received any further motions. Mr. Spindler?

Mr. Chairman, I have not received any further motions.

Mr. Fuchik?

Mr. Chairman, thank you for giving me the floor. I have not received any further motions.

Dr. Ritter?

Thank you. I have not received any motions either.

Mr. Wilfling?

Thank you. No motions received.

Thank you very much. To notary will record that for the minutes. I note that it is now 12:35, that's the time. And as of now, no further motions can be accepted. This brings us to the vote on agenda items 2 to 8. First of all, I'd like to inform you on the current attendance at today's AGM. I know that according to Section 117 Stock Corporation Act, we have prepared a list of participants. We have 1,419 shareholders present and represented by the 4 special proxies entitled to 57,883,587 votes. And that the AGM, therefore, has a quorum on the announced agenda items. The list of participants is made available electronically to the 4 special proxies who are present. For data privacy reasons, we will not disclose the list of participants during this Internet broadcast. I instruct that we use the tried and tested substraction method for our voting. In this method, no votes and abstentions are counted and deducted from the total number of votes representatives. This results in the number of yes votes. The 4 special proxies will be using voting cards for the vote, which they've received before the beginning of the AGM by entering the number of voting cards in the IT system, we record the number of shares. If you're voting for yes, voting cards need not be held up as yes votes are determined and ascertained using the substraction method. Voting cards are read out aloud by the notary Dr. Bricks for better recording. The voting process will be monitored by the Notary, Dr. Bricks, and the calculations will be made by Mr. Daniel Bauer. Could I now ask the special proxies? Are you ready for the vote? Mr. Spindler?

I'm ready.

Mr. Fuchik?

I have not received any proxies, so I will not be participating in the vote.

Mr. Ritter?

Thank you. I'm ready for the vote.

Mr. Wilfling?

Thank you. I'm ready.

Thank you very much. We can now start with the vote. Agenda item 2, appropriation of the net profit for the year. I now put to the vote the proposed resolution that has been read out with a note at the beginning of the AGM and made accessible on the website of the company, namely that the AGM adopt the following. Per share of the company, which is entitled to dividends as per the recorded 5 April 2023, a payout of EUR 3.70 per dividend. Altogether, a maximum amount of EUR 304,503,630. The remainder shall be carried forward to new account. The dividend paid date is the 6 of April 2023. The ex-dividend day is 4 April 2023. Votes against. Voting cards Wilfling and Spindler. Abstentions, Spindler, Wilfling. And here is the result. Yes votes, 57,726,690. That is 99.78% of the votes cast. No votes, 122,863. Number of votes for which votes have been validly cast. Total number of votes validly cast, 57,849,559. This is 70.12% of the share capital. I note that the motion has been carried by the required majority and that the AGM has thus resolved on the appropriation of the net profit for the year by the payout of a dividend of EUR 3.70 per dividend carrying share altogether a maximum amount of EUR 304,503,630, and that the remainder be carried for to new account.

I have an objection for the record. This and all following agenda items on behalf of the shareholder, Mr. Alexander Costley, Card #94. And the reason given is as followed, could I ask the notary to record that verbatim. organizing a virtual AGM, which is legally questionable is an inadmissible limitation of basic shareholder rights. Actually, Edison vis-a-vis the free float. And I'm not even talking about unnecessary additional costs for additional special proxies. It is the main purpose of an AGM to have a lively debate among shareholders with management. This is not possible at a virtual AGM. The structure and the format of the AGM is against the spirit of the Austrian company law regarding the amendment of the Articles of Association, I would add as follows. Given the corona pandemic, there were loss adopted by the legislator on COVID-based meetings. There was a law and there were regulations. Unfortunately, those rules are still being applied, although there is no medical or pandemic reason. As is the case for today's meeting, standard rights of shareholders have been limited and therefore, violated. In late 2022, before Christmas, extraordinary AGMs were called by 2 issues who actually called for virtual meetings with the exclusion of the physical presence of shareholders to legalize that by excluding the right of shareholders for attendance. And this is not compatible with the current law. You are not allowed to amend the articles if intrinsic shareholder rights like the right of physical presence are being limited without a particular reason or need. Having a meeting organized virtually means that shareholders are excluded from participating. And if virtual meetings were the best of all worlds, then we would have court hearings held virtually alone. So therefore, I will -- I am against this amendment of the Arctics of Association. And I think this must not be registered in the company's registered. Signed, Alexander Costley.

Thank you, Mr. Spindler for reading out this objection. This will be taken up in the minutes. I now move on to the vote on agenda Item 3. Resolution on granting discharge to the members of the Management Board regarding the financial year 2022. I now put to the vote the motion that was read out earlier, by the notary, Dr. Bricks, which has been available on the website of the company, namely that the AGM grant discharge to the members of the Management Board for the business year 2022 for that period. Votes against, Spindler, Ritter, Wilfling. Abstentions, Spindler. And here is the result. Yes votes, 53,333,824, that is 98.62% of all votes cast. No votes, 745,953. Number of shares for which votes were validly cast. And total number of total votes cast, 54,097,777. This represents 65.55% of the share capital. I note that the motion has been carried by the required majority and that the AGM has less grant discharge the members of the Management Board for the business year 2022. Agenda Item 4 -- we have an objection by Mr. Alexander Costley, Card #94. This will be taken up in the minutes. Agenda Item 4. Resolution on granting this charter members of the Supervisory Board regarding the financial year 2022. I now put the vote the motion that has been read out a lot by the notary, Mr. Bricks at the beginning of the meeting and is available on the website of the company that the AGM grant discharge to the members of the Supervisory Board for that period. Votes against, Spindler, Ritter, Wilfling. Abstentions, Spindler. And here is the result. Yes votes, 53,041,695, that is 93.2%. No votes, 3,861,732. Number of votes of shares for which would have been validly cast, total number of validly cast votes, 56,903,427. This represents 68.97% of the share capital. I note that the motion has been carried by the required majority, and that the AGM has granted us charged to the members of the Supervisory Board for the business year 2022. Again, we have the objection by Mr. Costley, Card #94. This is taken up in the minutes. Vote on agenda item 5, election of the auditor and group auditor for auditing the financial statements and the group financial statements for the business year 2024. I now put to the vote the motion without but the notary at the beginning and which has been accessible on the website of the company that the AGM elect KPMG Austria GmbH, [Foreign Language], as the auditor and group auditor for the financial statements, the management report, the group financial statements and the group management report for the business year 2024. Votes against, Spindler, Wilfling. Abstentions, Spindler. And here is the result. Yes votes, 56,988,918, which is 98.51%. No votes, 860,654, number of shares for votes have been validly cast. Total number of votes validly cast, 57,849,572, representing 70.12% of the share capital. I note that this motion has been carried by the required majority and that the AGM has elected the auditor for the financial statements and group financial statements for the business year 2024. Again, we have the objection for the minutes by shareholder, Mr. Costley, Card #94. We will take that up in the minutes. Vote on agenda Item 6, resolution on the remuneration report 2022. I now put to the vote the motion that was read out in the beginning by the notary, Dr. Bricks, and is accessible in the website of the company, namely that the AGM adopt the remuneration report for the year 2022, as available on the website of the company. Votes against, Spindler, Wilfling. Abstentions, Spindler, And here is the result. Yes votes, 44,401,802, that is 79.2% of all votes cast. No votes, 11,656,516. Number of shares for which votes are validly cast. Total number of validly cast votes, 56,058,318. And this represents 67.95% of the share capital. I note that the motion has been carried by the required majority, and that the AGM has thus adopted the remuneration report for the year 2022. Again, we have the objection by Card 94, which is taken up in the minutes. Agenda item 7, very briefly, adoption on the authorization of the management but to acquire own shares for sale of own shares in any other way than via the stock exchange or a public offer. And to reduce the share capital by calling in those shares without further resolution of an AGM and revocation of the authorization of 28 March 2022. I now put to vote the motion readout in the beginning by the notary, Dr. Bricks, which is available on the website of the company, namely that the AGM resolved on authorizing the management to acquire the company's own share pursuant to Section 65 Para 18 and Para 1B and 1A, Austrian Stock Corporation Act via the Stock Exchange public offer or over-the-counter, also with the exclusion of pro rata shareholder rights of repurchase, reverse exclusion of subscription rates. B, to decide on any other mode of transferring the company's own shares pursuant to Section 65, Para 1B stock corporation other via the stock exchange or Republic offer while applying mutatis mutandis the rules and the exclusion of shareholder subscription rates. C, to reduce the share capital by canceling those treasury shares with no further resolution of the General Meeting. And D, all of the above. A through C whilst revoking the corresponding authorization in accordance with the resolution agenda Item 8, adopted by the General Meeting on 28 March 2022. Votes against, Spindler, Ritter, Wilfling. Abstentions, Spindler. And here's the result. Yes votes, 56,922,673, that's 96.8%. No votes, 803,024, number of votes for which -- number of shares, which both have been validly cast, 57,725,697, representing 69.97% of the share capital. I note that the motion has been carried by the required majority and that the AGM has authorized the Management Board: a, to acquire own shares pursuant to Section 65 [indiscernible] B of Stan Stock Corporation Act via the stock exchange, a public offer or over-the-counter. Also with the exclusion of pro rata shareholder rights of repurchase, reverse exclusion of subscription rights to decide on any other mode of transferring the company's own shares, pursuant to Section 65 Para 1B Stock Corporation Act, other than Wide Stock Exchange or Republic offer, while applying mutatis mutandis, the rules on the exclusion of shareholder subscription rights; c, to reduce the share capital by canceling those treasury shares with no further resolution of the general meeting; and d, all of the above. A through C, whilst revoking the corresponding authorization in accordance with the resolution item 8 of the agenda adopted by the AGM on 28th March 2022. Again, we have the objection for the minutes, Card 94. Agenda item 8, amendment of the Articles of Association. I put to the vote the motion read out by the notary, Dr. Bricks the beginning and available on the website of the company that the AGM resolved on the amendment of the Articles of Association, Article 10 by inserting a new point 10.5 and changing the numbering of the previous points 10.5 and 10.6 to 10.6 and 10.7. Votes against, Spindler, Ritter, Wilfling. Abstentions, Spindler, Ritter, Wilfling. And here is the result. Yes votes, 30,849,000, 53.39%. No votes, 26,928,578. Number of shares, which votes was validly cast, total number of validly cast votes 57,770,584, representing 70.03% of the share capital. I note that the motion has been carried by the required majority and that the AGM has thus resolved to amend the Articles of Association, Article 10 by inserting a new Paragraph 10.5. And changing the numbering of the previous Article 10.5 and 10.6 to 10.6 and 10.7. Authorizing the management Board to file the amendment of the articles with the company's register as soon as the federal law on hosting virtual AGMs, which will most likely be called [Foreign Language]. And again, we have an objection for [indiscernible] Card #82. Regarding the objection of Mr. Costley, I referred to the justification, which has been read out. And regarding Mr. Berger, I can read out as follows. I am for real AGMs. BAWAG Group is the only one hosting a virtual meeting this year. Personal contact is something I prefer, although I am required to travel.

I also have 2 objections One for Mr. Christian, Card 80, on all agenda items and IVA Card 16 on all agenda items, excluding Agenda Item 5. Thank you.

We will take those objections for the minutes. The results that have been inserted will be made available on the website of the company after this meeting. I'd like to thank you, ladies and gentlemen, shareholders for attending today's virtual AGM by listening in on Internet. And I now close today's AGM. I'd like to say bye-bye to you and wish you all the best. Thank you very much. [Statements in English on this transcript were spoken by an interpreter present on the live call.]