Erste Group Bank AG (EBS) Earnings Call Transcript & Summary
May 18, 2022
Earnings Call Speaker Segments
Friedrich Rödler
executiveLadies and gentlemen, good morning to all of you. As Chairman of the Supervisory Board, I take the chair pursuant to Section 116 (1) of the Austrian Stock Corporation Act and open today's 29th Annual General Meeting, AGM, of Erste Group Bank AG. After careful consideration, the members of the management -- of the Executive Board have decided, due to the persistence of the COVID-19 pandemic, the impossibility of predicting its further course and the need for planning security and the organization of an AGM, to make use of an existing legal provision to hold a virtual AGM. Today's AGM will thus be held as a virtual Annual General Meeting accordance with the COVID-19 Act and the COVID-19 Ordinance, taking into account the interest of both the company and the persons participating and involved and will be broadcast in its entirety on the Internet. The holding of the AGM as a virtual AGM in accordance with the Company Law COVID-19 Ordinance leads to the already known modifications of the usual procedure of a physical AGM, and the exercise of the rights of shareholders were presented in the convening notice and in the participation information made available on the company's website and which Notary Brix will discuss in detail a bit later. It will first be presented with the reports, in particular, the Executive Board presentation and proposed resolutions on all agenda items on book. Then the special proxies will have the floor to read out any proposed resolutions. This will be followed by the general debate, i.e., the reading out and answering of questions by the members of the Management Board and myself. At this point, I would like to inform you, dear shareholders, that you can already submit your questions to the Management Board by e-mail, via the e-mail address [email protected]. I would like to point out that in this virtual AGM, your speeches and questions will be read out with your name. If you do not wish your name to be read out, please write an explicit note on the first page of the question form that you do not wish your name to be read out. The same applies if you send your request, speak to the company by e-mail and do not wish your name to be read out. At around noon, I will interrupt the AGM for a break of approximately 25 minutes. I may ask you to submit your questions in a timely manner. After the questions on all agenda items have been answered, the respective motions will be voted on in the order of the agenda. I note the following. Convening of today's AGM was published in due time in compliance with the provisions of Section 106 of the Stock Corporation Act in the Wiener Zeitung of April 20, 2022; and furthermore, pursuant to Section 107, paragraph 3 of the Stock Corporation Act, electronic European distribution via pressetext. Well, this was conducted in April 20, 2022. On April 20, 2022, again, in accordance with the provisions of the Stock Exchange Law, the transmission of the convening notice was arranged pursuant to Section 182 of the Stock Exchange Act 2018 by the intermediary chain to the shareholders. I know that no motions for additions to the agenda and no further proposed resolutions were received from shareholders and therefore were not required to be published on the company's website. However, I refer to the amended resolution proposal of the Management Board and Supervisory Board on agenda item 9 regarding the extension of the authorized capital with which the resolution proposal of April 22, 2022, was amended. The amended proposed resolution was published on the company's website on May 9, 2022. At today's AGM, only the agenda items announced in the notice of the AGM on April 20, 2022, can be dealt with. And only the candidates for election to the Supervisory Board, or in other words, item 11 of the agenda announced on the company's website on April 22, 2022, can be voted on. The documents to be disclosed pursuant to Section 108 paragraphs 3 and 4 of the Stock Corporation Act were made available on the company's website on April 22, 2022, in particular, the information relating to the organizational and technical requirements for participation pursuant to Section 3, paragraph 3 in conjunction with Section 2, paragraph 4 of the Company's Act COVID-19 Ordinance, a questionnaire and a power attorney and instruction form for the special proxy pursuant to Section 3(4) of the Corporate COVID-19 Ordinance. Notary Brix is requested to notarize the resolutions of today's AGM, to supervise the execution of votes and to record the minutes in accordance with Section 120 of the Stock Corporation Act. I would now like to ask Notary Brix to provide details on the procedure and modalities of today's virtual AGM.
Rupert Brix
attendeeYes, I can do this gladly. Dear shareholders, today's AGM will be held in the presence of the Chairman of the Supervisory Board, Friedrich Rödler; the First Deputy Chairman of the Supervisory Board, Jan Homan; Chairman of the Management Board, Bernhard Spalt; members of the Management Board, Ingo Bleier, Stefan Dorfler, Alexandra Habeler-Drabek, David O'Mahony and Maurizio Poletto; the 4 special proxies, Attorney Nikolaus Adensamer, Attorney Marie-Agnes Arlt, Michael Knap and Attorney Michaela Pelinka; Attorney Richard Wolf as legal adviser; and myself as certifying notary. As the representative of the auditors Sparkassen-Prüfungsverband, Herwig Hierzer, is available to us via telephone and e-mail for any questions. He is following the AGM via the live stream. As representative of the auditor, PwC Wirtschaftsprüfung GmbH, Dorotea Rebmann can be reached via telephone and e-mail to answer any questions. She is following the AGM via the live stream. As representatives of FMA, the state commissioners received an invitation to today's AGM and have the opportunity to follow it via the live stream. State commissioners will be able to communicate with us during the AGM and, if necessary, contact the management Board or the Chairman of the AGM. With regard to the procedure and modalities for exercising shareholders' rights at today's virtual AGM, I would like to refer to the notice of the AGM or convocation and attendance information made available on the company's website. Pursuant to Section 3, 4 of the COVID-19 Ordinance in conjunction with Section 102(4) of the Stock Corporation Act, the AGM will be broadcast in its entirety on the Internet in real-time video and audio. Erste Group Bank AG offers you 2 alternative accesses to the Internet transmission with picture and sound in the German language. Please select one on the Erste Group Bank AG homepage: Video Webcast AGM 2022 or Alternative Stream Video Webcast AGM 2022. If you notice any disturbances during the streaming or transmission, please switch to the other access mode. The AGM will be held in German. The entire AGM will be translated from German into English. The live stream can be accessed on the English language website. In addition, the German stream will also be available in sign language for the entire duration of the AGM. By broadcasting the AGM on the Internet, all shareholders have the opportunity to follow the proceedings of the AGM in real time through this acoustic and visual link and to follow the presentation made by the Management Board and the answers to shareholders' questions and the voting procedure. Please note that the live transmission or streaming as a virtual AGM does not enable remote participation in Section 102(3) of the Stock Corporation Act and remote voting pursuant to Section 102(3) of the Stock Corporation Act in conjunction with Section 126 of the Stock Corporation Act and that the transmission on the Internet is not a 2-way connection. The individual shareholder can therefore only follow the proceedings of the AGM. At today's AGM, questions will be read out by the Chairman of the Supervisory Board and then answered by the CEO or the Management Board in general. Please use a simple e-mail to the e-mail address that you see now, [email protected], to ask your questions. You are requested to send this e-mail from the e-mail address indicated in the proxy to enable a rapid check of identity. Shareholders have the opportunity to respond themselves to developments at the AGM, for example, by asking a question or a supplementary question. The Chairman will structure proceedings of the AGM and interrupt them at midday for a break of around 25 minutes. You are asked to submit your questions promptly. The shareholders also have the opportunity to change their instructions to the special proxies, in particular, on submitting motions for resolutions, voting or changing your instructions on voting but also on raising objections even during the AGM. Please use a simple e-mail to the e-mail address of your proxy to which you have also sent the power of attorney. These e-mail addresses are displayed and are as follows: [email protected] or [email protected] or [email protected] or [email protected]. The time up to which instructions on how to propose, vote and object will be possible is expected to be close to the end of the general debate and will be determined by the Chairman in the course of the AGM. Please note that during the AGM, communication with your proxy is only possible by e-mail. And in particular, it's not possible to reach the proxy by telephone. Please note that it may be necessary to briefly interrupt the virtual AGM in order to deal with the questions to the Management Board received during the AGM and instructions from shareholders to the proxies, as I said before, during the AGM. Well, so much on the most important information relating to the way this AGM is structured. And I now hand over to the Chairman.
Friedrich Rödler
executiveThank you, Mr. Notary. So let me repeat this as Chairman. I order that today's AGM be conducted in the manner announced in the notice convening the meeting and in the information made available on the company's website on the organizational and technical requirements for participation pursuant to Section 3(3) in conjunction with Section 24 of the COVID-19 Ordinance under company law and, as additional, presented by Notary Brix. The list of participants will be completed and signed by me before the first voting, and the presence will be announced to you. The list of participants will be made available electronically for inspection by the special proxies present in the room. Dear shareholders, ladies and gentlemen, I would like to take this opportunity to give you a brief review of the past fiscal year 2021 from the perspective of the Supervisory Board. But before we turn to this review, let me briefly address the announcement by the Chairman of the Management Board. Bernhard Spalt informed us at the end of last week that he would not be extending his mandate. This Advisory Board respects the decision, of course, and with due care and professionalism, will swiftly set the course for a proper successor for the position of Chairman of the Management Board. So where do we go from here? Just as our Federal President a few years ago that we had -- when he said that we had an elegant Federal Constitution to provide clear guidance in a difficult situation, well, the same implies to us. The Stock Corporation Act and the rules of procedure are solid guidelines for making clear-cut decisions when faced with such a situation. Four members of the Supervisory Board are now standing for reelection today, and 4 new candidates will be proposed for election at the AGM. If the candidates meet with the approval of the AGM today, the highly qualified, experienced and highly skilled Supervisory Board will be at the disposal of this bank to perform the tasks incumbent upon it. In the subsequent constituent meeting of the Supervisory Board, we will fill the positions of the Audit Committee and the Nomination Committee and immediately start the process of finding a successor both internally and externally. We want to make a well-founded decision quickly. And as Chairman of the Supervisory Board, I can assure you that in making this decision, we will always ask ourselves what is best for the shareholders, employees and the customers of Erste Group. Until further notice, Bernhard Spalt will continue to manage the business of Erste Group as Chairman of the Management Board. I would like to take this opportunity to thank him for his professional attitude. Now the financial year 2021 was an exceptionally good one for Erste Group despite the ongoing corona crisis. Erste Group is in a very strong and solid position both financially and strategically speaking. The digitization strategy driven by the George platform, excellent customer service, prudent risk management as well as the geographic footprint have contributed to this very much. It should also be noted that the Supervisory Board fully supports the content of the Erste 2030 future vision, we build financial health and that the bank will continue on its path to becoming a financial health company. Bernd Spalt will go into more detail and report in his decision in his presentation. When we talk about the events of this year, we must not forget that tragic events have taken place and are still taking place outside the area of banking. The war in Ukraine and the accompanying human tragedies are probably on the minds of every one of us. Our sympathy goes out to all of the innocent victims of this war. We are impressed by the great willingness to help that we see throughout Europe, including among the Austrian population. Many have opened their doors to refugees. Many people are volunteering to help refugees. Erste Group, too, as befits our image, has made its contribution from the word go. As Chairman of the Supervisory Board, I would like to express my sincere thanks to all employees and the Management Board members for their commitment to the refugees from Ukraine. Even though it is difficult to talk about business figures in this environment, the subject of this AGM is the financial year 2021, and this was quite a good one for Erste Group. Despite restrictive conditions due to the pandemic, the economic upturn in our core markets gained significant momentum in the past financial year 2021. In this volatile environment, we launched initiatives in areas of environment as well as social and community engagement in addition to our core activities. A detailed report on ESG measures and activities, or environmental, social and governance, can be found in the nonfinancial report of the Management Board. Now in the past financial year, the Supervisory Board dealt in detail with the further development of the group strategy with a focus on growth, digital transformation and efficiency, both at Supervisory Board meetings and as part of dedicated workshops. In addition, the Supervisory Board also reflected its own role together with external consultants and incorporated the results into the work of the Supervisory Board. The Supervisory Board approved a group-wide employee share program in 2021, which is intended to enable all employees of Erste Group to participate directly in the success of Erste Group in recognition of their performance. Regarding the changes in the Management Board and the Supervisory Board, that took place in the past financial year 2021 and refer to the published report of the Supervisory Board. The mandate of my first deputy, Jan Homan, also ends with this AGM. Jan Homan has been a member of the Supervisory Board since 2004. And in this function, with his great experience and extensive knowledge, he contributed significantly to the development of Erste Group into a leading Central European bank. I would like to thank him most sincerely for this, and I'm pleased that he will remain with us as a member of the Supervisory Boards of Erste Bank Austria and Slovenská sporitelna. With regard to the composition and independence of the Supervisory Board, the criteria for independence, the working methodology, the number and type of committees and their decision-making powers, meetings of the Supervisory Board and the focus of its activities, I refer to the consolidated corporate governance report prepared by the Management Board and reviewed by the Supervisory Board. For the activities of the Audit Committee, I refer to a separate report. The Supervisory Board was provided with timely and comprehensive information by the Management Board at a total of 47 Supervisory Board and Committee meetings. This enabled us to comprehensively perform the duties incumbent upon us by law, the Articles of Association and the Corporate Governance Code and to satisfy ourselves on the proper -- of the proper conduct of business by the Management Board. Erste Group paid a dividend twice in 2021 for the previous financial year. The first distribution based on the resolution of the AGM of May 19, 2021, and a second based on the resolution of the Extraordinary AGM on the 25th of November 2021. The second was possible after the expiry of the ECB's recommendation to refrain from dividend payments until 30th of September 2021 or to limit any dividends according to specified criteria. On both occasions, the Supervisory Board agreed with the proposal for the appropriation of profits. Representatives of the 2 auditors attended the meetings of the Audit Committee and the Supervisory Board at which the annual financial statements for 2021 were discussed and provided explanations on the audits carried out. Following its own review, the Supervisory Board concurred with the results of these audits and agrees with the proposal for the appropriation of profits for the 2021 financial year. PwC Wirtschaftsprüfung GmbH was also commissioned with the voluntary audit of the consolidated corporate governance report 2021. Deloitte Audit Wirtschaftsprüfungs GmbH was tasked with an audit of the consolidated nonfinancial report 2021. The annual financial statements were approved by the Supervisory Board and are thus deemed adopted in accordance with Section 96, paragraph 4 of the Stock Corporation Act. Management report, consolidated financial statement, group management report, consolidated corporate governance report and the consolidated nonfinancial report were also examined by the Supervisory Board and approved on the basis of the audit reports submitted to the Supervisory Board. I would like to thank the Management Board as well as all employees of Erste Group for their great dedication and extraordinary commitment in the 2021 financial year. We'll now move on to the agenda, ladies and gentlemen. Regarding the first item on the agenda, presentation of the adopted annual financial statements, the management report, the consolidated corporate governance report of the Management Board, the consolidated nonfinancial report, the proposal for the appropriation of profits and the report of the Supervisory Board on the 2021 financial year as well as presentation of the consolidated financial statement and the group management report on the 2021 financial year. These documents were made available on the company's website in accordance with Section 108, paragraph 3 and paragraph 4 of the Stock Corporation Act. The annual financial statement and the management report as well as the consolidated financial statements and the group management report for the 2021 financial year prepared by the Board of Management were audited by Sparkassen-Prüfungsverband, the savings bank's auditing association, as a statutory auditor, and PwC Wirtschaftsprüfung GmbH, which was appointed as additional auditor and issued an unqualified audit opinion. PwC Wirtschaftsprüfung GmbH was also commissioned to perform a limited audit of the consolidated corporate governance report 2021, namely to verify compliance with rules 1 to 76 of the Austrian Corporate Governance Code. Deloitte Audit Wirtschaftsprüfungs GmbH was tasked with a limited audit of the consolidated nonfinancial report 2021. The audits did not lead to any objections. The Supervisory Board examined the annual financial statements, the management report, the consolidated corporate governance report, the consolidated nonfinancial report, the consolidated financial statement and the group management report and gave its approval. It has approved the annual financial statements, which are thus deemed adopted. No further approval is therefore required at today's AGM. Furthermore, the Management Board and the Supervisory Board have prepared a remuneration or compensation report for the 2021 financial year. I now ask Mr. Dorfler to submit the report on treasury shares required by Section 65, paragraph 3 of the Stock Corporation Act.
Stefan Dörfler
executiveThe following report explains the acquisition and disposal of owned shares by Erste Group Bank AG and its affiliated companies from the 1st of November 2021 to the 30th of April 2022. The reasons and purposes were securities trading, market making and authorized share buyback programs. The transactions took place on exchange and off exchange. For the purpose of securities trading and market making, 7,575,302 shares, the share of 1.76% in the share capital acquired in the aforementioned period. And a total of 8,573,462 shares were sold, representing 1.99% of the share capital. The total purchase price was EUR 283,958,051 and the total sale price was EUR 319,997,763. The respective gain or loss was recognized in trading profit. On the 30th of April 2022, Erste Group Bank AG had a short position of 1,050,409 owned shares, which was covered by borrowing transactions. Within the framework of authorized share buyback programs, 759,833 shares with a share of 0.17% in the share capital acquired in the reporting period. The total acquisition price was EUR 23,708,503. The respective gain or loss was recognized in the income statement. On the 30th of April 2022, treasury shares amounted to 2,383,326 shares with a share of 0.55% in the share capital.
Friedrich Rödler
executiveThank you, Stefan Dorfler, for this presentation. We'll now move to the report of the Management Board. I would like to ask Bernhard Spalt for his presentation on the 2021 financial year.
Bernhard Spalt
executiveThank you, Chairman. Good morning, ladies and gentlemen. Dear shareholders, allow me to start with an overview of the business year 2021. And then I'll move on to the first quarter of 2022 before talking about current events. If you take a look back at how 2021 started out, what happened and how the boundary conditions were back then of the year 2020, even though it's a long time ago, had been a year of lockdown, the year that was pretty unparalleled where the entire economy was shut down several times, where the state intervenes dramatically, providing grants, aid and assistance and banks like ours contributed a lot to make sure that this liquidity gap could be breached and overcome. And it was unclear in terms of how we would move forward with future lockdowns, how we would go on trying to overcome this health crisis, when will it be over and when can we expect a rebound. In the beginning of 2021, there were major concerns in the area of Austrian tourism, which, of course, depends a lot on the winter season. There was a lack of clarity throughout the world, a lot of uncertainty how we can recover from this crisis. There were various theories as there's a V-shaped dip, go down and then back up again, a quick rebound, or is something that will be rather trough-shaped where we go deep down and then there will be a slow recovery much later. Looking back, we can say that this pandemic has had -- has been accompanied really well by state-based programs in Austria and all over the world and, of course, supported by banks that were able to bridge this gap. And this is how we started the year 2021. All these boundary conditions were positive to the extent that companies did not go bankrupt. Companies still had good order situations. Unemployment was quite low. And the economy rebounded very quickly. That, of course, is something that is extremely important for our business model. And that also turned out, and we'll come back to this later, that inflation -- after so many years of an expansive monetary policy in Europe, of course, inflation would not only be temporary but permanent. So we could already see this, especially in light of the fact that supply chain is increasingly disrupted and more fragile. So the order situation was good, strong balance sheet of companies, strong demand, strong consumption, but we could already see some fragility in terms of supply chains and also in terms of inflation. In Central Europe, the central banks could react very quickly to inflationary trends, whereas in Europe and the euro region, nothing like that happened. And we'll come back to that later. The Czech, the Hungarian and Romanian central banks quickly and strongly reacted to this inflation by raising interest rates. So 2021, if you take a look at the macroeconomic situation, this has been characterized by very strong economic growth in all of these countries. And this economic growth was not only driven by exports. This economic growth was driven by the fact that people started consuming again. And I believe that we have to say that from the psychological point of view, as long as it was still unclear how the recovery would happen, there's a clear tendency of people and companies to postpone investments and to switch to austerity mode. In 2021, there was a lot more optimism, and this was expressed in clearly recovering consumer behavior. Since we, Erste Bank, of course, are a mirror image of business, what is the impact on our business model? Last year, we had a very strong loan growth, much better than we originally thought. Our customer loans went from EUR 166 million to EUR 180 million. This is very positive, and I would have thought last year that this austerity momentum would maybe flatten out, but it didn't happen. People still put aside a lot of money. You can see this. Our customer deposits grew from EUR 191 billion to EUR 210 billion, and loan-to-deposit ratio was at a historic low at 85%. So you can see 2 trends. On the one hand, investments were picking up again. Consumption was picking up again. But also, people were still saving money. Even though the economy was growing in a situation of full employment essentially, the situation was still very robust. What does this mean for the development of our balance sheet? What does mean for our operating result? Well, this means we really had excellent results. Our operating revenues grew by 8.2%, and this was not only in terms of net interest income but also to the net fee and commission income. We had an extremely good result in the area of securities, and we also had a very good result in the area of insurance brokerage. And that reflects the fact that the economy is recovering. Operating expenses rose less strongly -- significantly strongly. And we had really intended to be more efficient. We want to be very disciplined in terms of managing costs, and that cost-to-income ratio should be managed properly. And we did that. So in all countries, as you can see on the slide, the cost-to-income ratio improved significantly. And also, the operating results improved throughout in Austria, Hungary, Czech Republic, Slovakia and Hungary. It goes to show that all of these regions managed to get through the crisis quite well. What's also important, and this was completely unclear at the beginning of the crisis, what would happen to risk costs? Many people have been afraid of this. Many people had portrayed picture of tsunami, of insolvencies, a dramatic rise in unemployment. That would, of course, would have an impact on credit risk costs. But all of that didn't happen. We have historically low risk costs. Over the past years, we have built up a very robust portfolio. We have practically no insolvencies and full employment, like I told you. And our NPL ratio is 2.4%. So that's a ratio of nonperforming loans. And the NPL coverage ratio, we covered for NPL to the tune of more than 90%. So the risk environment and our risk management have significantly supported our results. And that, of course, resulted in extremely good net profit. The net profit in 2020, we have made risk provisions because it wasn't clear what the way forward would be. But our net result went from EUR 783 million in 2020 to EUR 1.9 billion in 2021, and that is a record net profit. And that reflects that we have a business model that works extremely well, that we have employees who know exactly how our business is done and that the regions in which we're active have much better growth potential than any other region in Europe. And of course, that also has an impact on our capital position. You all know about the numerous presentations to investors that our management goal in terms of our equity position provides for core -- central equity Tier 1 capital of -- our core capital is 14.5%. So we have a strong liquidity, and we are also very strong on the capital side. Now at the beginning of 2021, we entered this new year macroeconomically speaking with full order books and, again, with a lot of growth opportunities in the entire region. And then all of a sudden, something happened that nobody had thought would happened. Real turning point, geopolitical conflict in Ukraine, a war of aggression conducted by Russia on the 24th of February of 2022. This conflict is still continuing, and it will also change the world. It will constitute a big challenge for all of us who are working in this economic region. Both private individuals as well as companies will be affected. So a strong start into the year, and now this turning point, central banks responded with further interest rate hikes. In the Czech Republic, for example, they went from 2% to 0.25%, and now they're at 5.75%. Hungary has also dramatically increased its interest rates, as did Romania. So there is still inflation, geopolitical uncertainties. Supply chains that already were fragile in the past became even more fragile. And still we are faced with a situation where there's a lot of liquidity, a very strong balance sheet of companies, a strong demand. So we are faced with a situation where all of a sudden, we have a shock in the supply because there's plenty of supply. There's lots of demand. But covering this demand is increasingly difficult and has to be reorganized. And I would also like to say that after the corona crisis, something has become very clear to us. Fighting climate change, the transformation of the climate, this is something that won't go away. And we are all aware of the fact that we need CO2 neutrality as quickly as possible. This is unchanged even though the geopolitical situation may have changed. But what will be added, for sure, is that on the way towards reaching CO2 neutrality, we have to think about how to reach this uncontested goal of preventing climate change from deteriorating and at the same time being independent of Russian oil and gas. Both need to be possible. So the goal of CO2 neutrality is not only questioned but has become even more pronounced. And all of these boundary conditions, of course, also mean that our ideas about how our business year could be conducted, our promises in terms of interest rates or capital. And so these will have to be adapted. So the prerequisites for what we promised, namely to offer double-digit return on equity, are still intact. Mr. Rödler in his presentation said that there's a great readiness to help this humanitarian crisis as a consequence of the geopolitical conflict. We reacted to this crisis. Our George platform is used to an optimum. We have set up a donations button, and it is through this button that our customers donated more than EUR 10 million in 6 countries, we ourselves. And of course, we see ourselves as being in the center of civil society. We got together with the major charitable organizations. We donated a lot of money in order to help quickly. Our core business has also helped by setting up free accounts and free money transfers for refugees, and we were one of the few players who made it possible to offer changing money from Ukrainian hryvnia to euros. No others did that. Well, if you imagine that people have to leave their homes and they take all their savings with them and then we tell them, "Hey, this is just a waste paper. We can't use it." Well, we needed to help and we helped quickly. And there were also other topics that we addressed. We set up a day center and housing initiatives throughout the entire region. And a lot of Erste employees have really supported and willing to support and work as volunteers in their leisure time. So you cannot even overrate the importance of volunteer work in such a crisis. Now if we take a look at the first quarter, with this tailwind from 2021, of course, our customer loans are up 2.8%. And I do not believe that they will develop at such momentum for the remainder of the year, but that constitutes a very strong growth for the first quarter. And the customer deposit also increased by 5.6%. The credit risk and the NPL ratio continues to go down. And that goes to show that over the years, we have built up a portfolio that is extremely robust even in a very fragile environment. In terms of the profitability, the operating result compared to the first quarter of 2021, it's up 11.4%. So it's extremely robust, very strong in terms of the net fee and commission income. The operating expenses also rose in the first quarter significantly. There are 2 structural reasons for that. There is inflation in all of our countries. That is clearly going up. And we also had some extraordinary effects such as Sberbank, where in the first quarter, we booked a significant amount for deposit insurance scheme. So it's paid out. And Sberbank Europe will now pay back 100%. So what we paid out will also be coming back. But anyway, we spent this in the first quarter and has influenced our operating expenses. Still, our operating result is plus 10.4% in the first quarter as compared to the first quarter of 2021, which is a very strong economic signal. And the net profit in the context of risk costs, that is still quite manageable and still compatible with our business model. The net profit rose by 26.4%. Now let's make an outlook for 2022 based on all of these positive and negative and potentially threatening aspects. We can say the following. This year, we expect a weaker growth than last year. That is quite clear. This geopolitical conflict and this high level of inflation, the strong interest rate hikes are going to lead to a weaker growth. But still, we'll have some growth, and there will be a high rate of inflation. In countries such as the Czech Republic, where the interest rate is almost at 6%, we almost have reached stagflation. Still, our business performance will be positive. We'll have at least a high single-digit net interest income. We are going to grow in terms of net fee and commission income in the mid-single-digit level. And the operating revenue is expected to grow faster than the costs. So the cost-to-income ratio will be below 55% this year, and this will be a real record. As to credit risk, we expect for the full year of 2022 less than 20 basis points. So risk costs, it's extremely low. And the NPL ratio is expected to be below 3%. So structurally, our balance sheet is extremely strong. In terms of capital, we have a very strong capital position. And we are firmly convinced that year after year, we will be able to pay a higher dividend as long as there are no regulatory restrictions like on the previous year. And this excess capital buffer that we have is available either for mergers and acquisitions. Last year, for example, we acquired a Hungary subsidiary of the Commerzbank in Hungary. So we're in the process of implementing this now. And there will be further opportunities in this environment where players will want to withdraw from the market and where we can invest in our core markets. And of course, we're also discussing potential share buybacks. Now in order to emphasize what I said previously, this year, we're going to have a double-digit return on tangible equity that we will achieve for you, for our shareholders. And that is the overall picture that I've tried to present to you in this rapidly changing world with different crises. I think that so far, we have managed these crises very well, and we have achieved very good, sound and robust results. So this has been an overview of 2021 and the first quarter of 2022 and an outlook for 2022. Dear shareholders, allow me to make a few comments on the current situation. In 2019, we, as a management team, developed a strategy and presented the strategy that was based on growth, efficiency and digitization with clear goals for the business year 2024. To sum up, Erste Bank has already essentially achieved these goals this year or they are within reach. In spite of corona, in spite of many other critical elements that happened, we have already reached those goals. So Erste will reach these goals this year and not only in 2024. So the Erste Group is in an excellent position, better than ever before. All the KPIs show that we are in a very good position, that our business is developing in an excellent fashion. The stock market analysts that have a very good and long-standing insights into our business model, our region and our organization have confirmed this in all of their reports last year. Namely that, Erste Bank is a very strong bank, with a well-functioning business model and with sensational employees. Dear shareholders, you may be wondering why I, as a CEO, want to not extend my contract. I would like to explain this. In the midst of the crisis, we dealt with the long-term strategy, because it was clear to us that we want to start a major transformation. A transformation to become well, a bank that offers a model of financial health. Now let me show you a couple of slides on this. We build financial health. We want to support our customers not only in developing prosperity, but we build financial health. That's a long-standing program and as a group, as a management board, together with all the banks in the region, together with our Savings Bank, we thought about how we could achieve this, how can we still be relevant for our customers in 5 or 10 years' time. And we build financial health. We want to be a financial health company. This is something that we have developed. And we have developed a vision that I'm going to present to you. And this vision and this positioning is also linked to the fact that we're not only a financial services provider, but we are placed in the center of our society. We are in the center of our civil society, responsibility. And we have a clear position on Europe. We believe that the European integration is extremely important for us and a deeply integrated Europe is necessary for us. So in this context, we have developed 5 principles and these are as follows, and I would like to introduce them today. First, we invest in our employees in their mindset and their skills to build financial health. I will come to a concrete example of what this means. This is not just an empty slogan on the PowerPoint slide, but this will become relevant and concrete very quickly. We promise fairness and balance in everything we do. Thirdly, we care about the financial independence and financial knowledge of everyone. Fourth, we believe in the human banking from people and for people. And we grow by opening up for corporation. So this is the vision that we have developed and this is the goal and the pathway on which we want to embark. I would like to show by using a concrete example of what we mean. If we say we invest in our employees, we have launched a program that is called WeShare by Erste Group. That's an employee share program that is offered to all of our employees. And we have developed this program and it is being implemented now. The essential goals of this employee share program are that the employees of Erste Group will become shareholders. This is not a one-off program but as long as we are profitable and as long as we can pay out a dividend, this will be resumed year after year. So this is not going away. And in order to increase employee loyalty and retention, and it's very important also to build financial health for our employees. So every employee in our group can buy shares to the amount of EUR 350. Actually, this is a gift, EUR 350 will be given to them, and they have a chance of making further investments and these further investments will also be doubled by us. So we'll make our contribution. So this is something that expresses that we are serious about this, and we want this to be a long-term scheme. And this helps us in terms of our ESG policy and our governance. This will increase the loyalty of our employees and employee retention and involvement. And now I would like to come back to the subject of why I took the decision that I did take. Like I said, by 2030, Erste Bank will go on a major journey of transformation and financial health and prosperity of its customers will be significantly improved. That is clear, and that has also been agreed and aligned with the Supervisory Board. Our vision for the future as we build financial health will become a reality. For this to happen, we need a big, a major transformation in the areas of technology, culture and our business model. The Supervisory Board and myself have seen differences in our appreciation, how to plan and implement such a big transformation. I believe that such a transformation has to be thought and prepared in a very detailed and very well-structured way. We need to discuss this with the banks, the savings bank group, and we need to discuss it and then build it together. This needs to be thought in an inclusive way, and we need to question the time, again, my approach that I went for -- well, is at the expense of the speed of this process. So the Supervisory Board has a different take on this process. They want to proceed more quickly. They want to start implementing more quickly, and they want to start making major investments in projects very quickly. The speed, the shaping of this transformation constitutes the core of our different appreciations about the long-term orientation of our bank. Ladies and gentlemen, in this rapidly changing world and this world where, of course, certain things appear to be obvious, are not changing. Nobody knows the truth. And I have no total claim to truth either. But of course, I have an opinion of how things should be tackled in the future. And of course, I'm aware that there's not just one pathway, not just one truth, but several. And I accept the fact that the Supervisory Board has a different path in mind in order to get us where we all want to go, namely to build financial health by 2030. So it is not about somebody being right. It's not about me being right, but it is very much about this organization, moving forward and staying in motion. The worst way would be not to choose either pathway. And in order to prevent this, I'm not going to renew my mandate. Nobody who knows me will think that I have taken this decision lightly. And having been with this company for 32 years, this is my professional home. And I'm not a job hopper, and I'm not a person, who wants to optimize things in the short term. At this point, I'd like to thank Professor Friedrich Rödler for the very challenging, but always very constructive discussion that we had. And I'd like to make a quote. Charlie Chaplin once said that, "There are no signposts when it comes to crossroads in your life." That's the way I see it. I expect my superiors to take decisions, and I also expect myself to do that. And if I can't support something then it is my own responsibility to do what's right, whatever that may be. And a statement of purpose, we addressed the question, is it the right thing to do? That's the third question. And I've asked myself this question and ladies and gentlemen, the strategy of Erste Bank 2030 is good, it's robust, there's excellent management in the group. We have a highly competent, and highly motivated management team with a high level of integrity that I'm incredibly proud of. So allow me by conclusion to also say with respect to my decision, that so many employees here at Erste Bank who really have a great heart, and it's a company with great competencies and skills. And nobody knows this bank as well as I do. And in future, I will be also a shareholder Erste Bank, because Erste Bank will remain first also in the future. I like this company. I'm not going to run away. Of course, I'm available until further notice as the CEO. Thank you.
Friedrich Rödler
executiveDear Bernhard, thank you very much for these very clear words. I can reassure you that your decision was met with due respect in the Supervisory Board. And we took note of your decision. Before we continue with the agenda -- with reading the agenda, I was informed that there is a typo in the addresses of the proxies. Here, you see the addresses -- the e-mail addresses of the proxies, the white ones. And please remember these, well, in order to use them for your emails. Let us continue with item 2 of the agenda. Resolution on the appropriation of the 2021 profit. The Management Board and the Supervisory Board proposed at the Annual General meeting pass the following resolution. The profit available for distribution recognized in the company's financial statements as of December 31, 2021, and amounting to EUR 687.680 million will be appropriated as follows: For each share entitled to a dividend, a dividend of EUR 1.6 will be disbursed, adding up to a total of no more than EUR 687.680 million. The company is not entitled to any dividend payments from treasury shares. Notwithstanding Clause 23.4 of the Articles of Association in the current conversion, which stipulates payout of the dividend 10 days after the Annual General Meeting. The dividend payment date will be on May 25, 2022. In addition, I'd like to point out that the payment of dividends will be subject to withholding tax in accordance with the tax regulations. Item 3 of the agenda, resolution on granting discharge to the members of the Management Board for the financial year 2021. The Management Board and the Supervisory Board propose that the Annual General Meeting pass the following resolution. The Management Board members of Erste Group Bank AG are granted discharge for the financial year 2021. Item 4 on the agenda, resolution on granting discharge to the members of the Supervisory Board for the financial year 2021. The Management Board and the Supervisory Board propose that the Annual General Meeting pass the following resolution. The members of the Supervisory Board of Erste Group Bank AG are granted discharge for the financial year 2021. Item 5 of the agenda, appointment of an additional auditor to audit the annual financial statements and the management report as well as the consolidated financial statements and the group management report for the financial year 2023. The Supervisory Board proposes that the Annual General Meeting adopt the following resolution. In addition to Sparkassen-Prüfungsverband in its capacity as statutory auditor, PwC Wirtschaftsprüfung GmbH will be appointed auditor of the company's annual financial statements and management report, the consolidated financial statements and the group management report of the company for the financial year 2023, in accordance with Section 1 of the Audit Rules for Savings Banks annex to Section 24 Savings Banks Act. As far as the underlying rationale is concerned, I refer to the proposed resolution on this agenda item published on the company's website. Item 6 of the agenda. Resolution on the remuneration report for the emoluments payable to Management Board members and Supervisory Board members for the financial year 2021. The Management Board and Supervisory Board propose the AGM pass the following sixth resolution. Adoption of the remuneration report for the emoluments payable to Management Board members and Supervisory Board members of Erste Group Bank AG for the financial year 2021. The remuneration report has been attached to the draft resolution as annex 1. As far as the underlying rationale is concerned, I refer you to the draft resolution on this agenda item published in the company's website. It should also be noted that Erste Group Bank AG has commissioned PwC Wirtschaftsprüfung GmbH with the limited audit of the remuneration report 2021. In the course of the audit procedures no matters have come to the attention of the auditors that would give rise to the presumption that the remuneration report of Erste Group Bank AG for the financial year 2021 does not comply in all material respects with the requirements of Section 78C in conjunction with Section 98A of the Austrian Stock Corporation, also taking into account AFRAC opinion no. 77 remuneration report pursuant to Section 78C of the Austrian Stock Corporation Act. Item 7 of the agenda, resolution on the remuneration of Supervisory Board members. Due to the increase and complexity of the tasks to be performed by the Supervisory Board and the associated increase in the amount of work and time required, the Executive Board and the Supervisory Board propose the Annual General Meeting pass the following resolution. Unless a future general meeting determines otherwise, the members of the Supervisory Board elected by the Annual General Meeting shall be entitled to the following annual remuneration for the financial year 2021 and for subsequent years. Chairperson of Supervisory Board, EUR 180,000. First Deputy-chairperson, EUR 95,000. Second Deputy Chairperson, EUR 80,000. Ordinary member of the Supervisory Board, EUR 65,000. Chairperson of the Risk Committee, EUR 20,000. Chairperson of the Audit Committee, EUR 20,000. Chairperson of the IT Committee, EUR 15,000. Chairperson of the Remuneration Committee, EUR 10,000. Chairperson of the Nomination Committee, EUR 10,000. If the financial expert and the Chairperson of the Audit Committee are not one and the same person, the financial expert shall receive an annual remuneration in the amount of EUR 20,000. Ordinary committee members as well as Committee deputy chairperson shall receive no special remuneration for their committee work. Should the Supervisory Board decide to set up a new committee, the Chairperson of this new committee shall receive an annual remuneration in the amount of EUR 10,000. In accordance with the length of the respective Supervisory Board term of office, remuneration for the financial year shall be allocated in a prorated manner or for the entire financial year. Additionally, every member elected to the Supervisory Board shall be entitled to an attendance fee of EUR 1,200 per meeting. The attendance fees shall only be payable if the meeting is actually extended -- attended. The present resolution shall replace the resolution on the remuneration of Supervisory Board members elected by the AGM, adopted in the AGM of 24th of May 2018. For the underlying detailed rationale, please refer to the proposed resolution on this agenda item published on the company's website. Item 8 on the agenda. Resolution on authorizing the Management Board to issue convertible bonds with the option of excluding subscription rights and on the corresponding amendment of Section 8.3 of the Articles of Association. The Management Board and Supervisory Board propose that the Annual General Meeting pass the following resolution. The Management Board is authorized, with the consent of the Supervisory Board to issue convertible bonds, including contingent convertible bonds according to Section 26 Austrian Banking Act until May 18, 2027, which have the subscription or conversion right for shares of the company, in each case, maintaining or excluding the subscription rights of shareholders. In addition to or instead of a subscription or conversion rights, the terms of issue may also establish a conversion obligation at the end of the term or any other point in time. Convertible bonds may be issued only to the extent that conversion of subscription rights are satisfied, and in the case of the conversion obligations stipulated in the terms and conditions of issue, corresponding conversion obligations are fulfilled from conditional capital. Furthermore the volume of convertible bonds issued with exclusion of subscription rights from May 18, 2022, onwards is limited to the extent that the proportionate amount of the share capital attributable to new share, first, for which subscription rights are excluded on the basis of Section 5.1.2 of the Articles of Association. Second, which serve to fulfill subscription rights, conversion rights and conversion obligations from convertible bonds issued with the exclusion of subscription rights from May 18, 2022 onwards, pursuant to Section 8.3 of the Articles of Association and three, which serve to satisfy share options of employees, senior employees and members of the Management Board of the company or a group company from conditional capital, pursuant to Section 6.3 of the Articles of Association must not exceed a total of 10% of the share capital of the company. The issue price, the terms of issue and the exclusion of shareholders' subscription rights shall be determined by the Management Board with the consent of the Supervisory Board. The authorization replaces the authorization currently regulated in Section 8.3 of the Articles of Association. The Articles of Association shall be amended in Section 8.3 accordingly. For the exact wording of the Articles of Association and the reasons why, I refer to the proposed resolution on this agenda item published on the company's website. In addition, reference is made to the report of the Management Board on the exclusion of subscription rights in connection with the issue of convertible bonds. Item 9 of the agenda. Resolution on canceling currently authorized capital and creating new authorized capital in return for contributions in cash or kind, with the option of excluding subscription rights and on the corresponding amendment of Section 5 of Articles of Association. A draft resolution on this agenda item was published on the company's website on April 22, 2022. This draft resolution took into account the recommendations of the proxy adviser ISS on the creation of new authorized capital and already limited the possibility of excluding subscription rights in the event of a capital increase against cash contributions to a maximum total of 10% of the share capital. As in the past, only in the special case of a capital increase against contributions in kind, a limiting of a maximum of 10% was not envisaged. The voting recommendation subsequently published by ISS were against the proposed resolution published on the company's website on April 22, 2022, and were partly in contrast to the voting recommendations of other proxy advisers. The Management Board and the Supervisory Board subsequently reassessed the voting via the recommendations of ISS. And as no specific transaction is currently being considered, adjusted the resolution proposal on agenda item 9 on the basis of this assessment to the effect that the cumulative upper limit for capital increases without subscription rights is set at 10% of the share capital, irrespective of whether such capital increases are made against contributions in cash or in kind. The amended resolution was published on the company's website on May 9, 2022. With reference to this amended proposal for resolution, the Executive Board and Supervisory Board propose that the Annual General meeting pass the following resolution. First, cancellation of the existing authorized capital pursuant to the resolution of AGM meeting of May 24, 2018. Second, authorization of the Management Board with the consent of the Supervisory Board, to increase the share capital by up to EUR 343.6 million until May 18, 2027, also in several tranches by issuing up to EUR 171.8 million no-par value bearer shares with voting rights against cash contributions and/or contributions in kind, whereby the issue price and the terms of issue shall be determined by the Management Board with the consent of the Supervisory Board. Third, authorization of the Management Board to exclude shareholders' subscription rights in whole or in part with the consent of the Supervisory Board, exclusion of subscription rights, if the capital increase is in return for contribution in kind or if the capital increase is in return for cash. And the pro rata amount of capital stock attributable to the -- to the shares issued under exclusion of subscription rights in both cases, do not exceed a total of EUR 85.960 million. These measures may be combined. Fourth, the proportionate amount of share capital attributable to new shares, first, for which the subscription right is included (sic) [ excluded ] on the basis of Section 3 of this authorization. Second, which serve to fulfill subscription rights, conversion rights and conversion obligations from convertible bonds issued with the exclusion of subscription rights from May 18, 2022 onwards pursuant to Section 8.3 of the Articles of Association, and three, which are issued from conditional capital to satisfy share options of employees, senior employees and members of the Management Board of the company or of a group company, pursuant to Article 6.3 of the Articles of Association, must not exceed 10% of the share capital in total. To the extent that the authorized capital provided for in paragraph 3.b is used for the issue of shares to employees, senior employees and members of the Management Board of the company or a group company, the sum of the proportionate amounts of the share capital attributable there to, and that of shares issued to satisfy share options of employees, senior employees and members of the Management Board of the company or a group company from conditional capital, shall not exceed 5% of the share capital. This authorization replaces the authorized capital currently regulated in Item 5 of the Articles of Association. The Articles of Association shall be amended in Section 5 accordingly. For the exact wording of the Articles of Association and the reasons why, please refer to the draft resolution on this agenda item published on the company's website. In addition, reference is made to the report of the Management Board on the exclusion of subscription rights in connection with the issue of shares from authorized capital. Item 10 of the agenda. Resolution on amendments of the Articles of Association in Sections 2.1, 2.2, 2.5, 4.3, 12.1, 19.4, 19.4, 20, 21 and 23.4. The Management Board and Supervisory Board propose the AGM pass the following resolution. Sections 2.1, 2.2, 2.5, 4.3, 12.1, 19.4, 20, 21 and 23 of the Articles of Association will be amended, so that these provisions now read as in the proposed resolution of the Management Board and the Supervisory Board made available on the company's website. The amendments to Sections 2.1, 2.5, 20 and 21 will become applicable at the earliest on the day the new Pfandbriefe Act and its accompanying measures enter into force, which is scheduled for July 8, 2022. The Supervisory Board is hereby authorized to implement this amendment to the Articles of Association and report the amendment for entering the company register after the condition is met. All amendments to the Articles of Association that have been adopted today shall enter into force as soon as they've been entered in the company register. For the exact wording of even of the relevant sections of the Articles of Association and the underlying rationale, I refer to the proposed resolution on this agenda item published on the company's website. For a better understanding of the changes, a comparison of the amended provisions of the Articles of Association has been published on the company's website. Item 11 of the agenda. Elections to the Supervisory Board. By way of introduction, I'd like to inform you that according to Item 15.1 of the Articles of Association of Erste Group Bank AG, the Supervisory Board consists of at least 3 and the maximum of 14 members, elected by the AGM. Until Matthias Bulach and Jordi Gual resigned as of the 31st of December 2021, the Supervisory Board consisted of 12 and currently consists of 10 members elected by the AGM. At the end of today's Annual General Meeting, the terms of office of Supervisory Board members, Jan Homan, Henrietta Egerth-Stadlhuber, Marion Khuny, Michele Sutter-Rudisser, and myself, Friedrich Rodler will expire. Therefore, 7 members would have to be elected at this AGM in order to have 12 members again. The Supervisory Board, however, proposes raising the number of members elected by the AGM within the limit set by the Articles of Association to 13. So that 8 members would have to be elected at this AGM. This proposal must be put to the vote prior to the election of the members. The Supervisory Board proposes reelecting Henrietta Egerth-Stadlhuber, Marion Khuny, Michele Florence Sutter-Rudisser, and myself, Friedrich Rodler. Jan Homan is no longer available for reelection, since he reached the maximum age limit stipulated in the Articles of Association. It is also proposed that Ms. Christine Catasta, Mr. Hikmet Ersek, Mr. Alois Flatz, Ms. Mariana Kuhnel, be newly elected. The term of office of Ms. Christine Catasta shall begin on July 1, 2022. That of all other candidates with the end of today's AGM. In identifying candidates for the Supervisory Board, the Nomination Committee performed a suitability assessment. In performing this suitability assessment, the Nomination Committee has established compliance with the reliability criteria, the presence of sufficient theoretical and practical experience, sufficient time availability as well as compliance with independence criteria. As regards to the future composition of the Supervisory Board and its committees with a sufficient number of independent members, the Nomination Committee has taken into account both national legal provisions and international standards. The Supervisory Board, which followed the proposal of the Nomination Committee, is confident that the proposal submitted to the AGM reflects a balanced selection and fully satisfies the independence criterion. The Nomination Committee also checked for any potential conflicts of interest and verified the candidate's contribution to the collective suitability of the full setup of the Supervisory Board. In selecting the candidates proposed by Supervisory Board, comprehensive consideration was also given to the criterion of diversity with regard to the representation of both genders, the age structure and the internationality of the members. As regards gender diversity, I would like to inform you that if the Supervisory Board is staffed in accordance with today's election proposal, the Supervisory Board will be composed of 6 women and 7 men, as shareholder representatives, thus again complying with the minimum proportionality requirements set forth in Section 86 paragraph 7, Stock Corporation Act is met, which stipulates that with 13 Supervisory Board members at least 4 seats must be filled by women and men each. In terms of age structure, the composition of the Supervisory Board will be balanced if the election proposal put forward is adopted. The Nomination Committee positively assessed all candidates and recommended that the Supervisory Board propose to the AGM, the election and reelection of the aforementioned candidates. The Supervisory Board concurs with this assessment and is convinced that all candidates elected or reelected will make a positive contribution to the work of the Supervisory Board. Unfortunately, the candidates are unable to present themselves in person at today's AGM, which is why we are now showing you a short introduction video. [Presentation]
Friedrich Rödler
executiveThank you very much for these videos. The videos on the candidates presented can be found in full on the company's website. Now for detailed, reasons I refer to the proposed resolution on this agenda item published on the company's website. I also refer to the resumes and the declarations made by the candidates pursuant to Article 87 paragraph 2 of the Stock Corporation Act published on the website. I will now read out the motion in accordance with the resolution proposal of the Supervisory Board. The Supervisory Board proposes at the AGM adopt the following resolution. The number of members elected by the AGM shall be increased from 12 to 13. Second, Christine Catasta born on the 27th of January 1958 shall be elected to the Supervisory Board of Erste Group Bank AG with effect from 1st of July of 2022 until the end of the General Meeting resolving on the discharge for the financial year 2025. Third, Henrietta Egerth-Stadlhuber, born on the 16th of February 1971, is elected to the Supervisory Board of Erste Group Bank AG with effect from the end of the AGM until the end of the AGM that resolves on the discharge for the 2025 financial year. Hikmet Ersek, born on the 11th of August 1960, is elected to the Supervisory Board of Erste Group Bank AG with effect from the end of the AGM until the end of the AGM that resolve on the discharge for the financial year 2025. Fifth, Alois Flatz, born on the 24th of August 1966, is elected to the Supervisory Board of Erste Group Bank AG with effect from the end of the AGM until the end of the AGM that resolves on the discharge for the 2024 financial year. Sixth, Mariana Kuhnel, born on the 31st of January 1983, is elected to the Supervisory Board of Erste Group Bank AG with effect from the end of the AGM until the end of the AGM that resolves on the discharge for the 2024 financial year. Marion Khuny, born on the 18th of May 1969, happy birthday, by the way, is elected to the Supervisory Board of Erste Group Bank AG with effect from the end of the AGM until the end of the annual general meeting or AGM that resolves on the discharge for the 2025 financial year. Friedrich Rödler, born on the 21st of June 1950 is elected to the Supervisory Board of the Erste Group Bank AG with effect from the end of the AGM. His term of office ends at the close of the AGM following his 74th birthday. With the coming into effect of today's amendment to the Articles of Association, item 12.1, third sentence, the new regulation shall apply to him so that his term of office ends at the end of the AGM that resolves on the discharge for the financial year in which he reaches the age of 74 -- completed the age of 74. Michele Florence Sutter-Rudisser, born on the 27th of July 1979, is elected to the Supervisory Board of Erste Group Bank AG with effect from the end of the AGM until the end the AGM resolving on the discharge for the financial year 2025. Well, this concludes the presentation of the reports and proposed resolutions of the Management Board and the Supervisory Board and all agenda items. And I'll give the floor to each of the special proxies. Please let me know whether any motions for resolutions have been received from the proxy shareholders. If yes, Please read them out. If no, please confirm that you have not received any motions for resolutions so far. And I would now like to hand over to Mr. Adensamer.
Nikolaus Adensamer
attendeeThank you very much. Now as far as the shareholders represented by me, I would like to point out that no motions for resolutions have been received. Ms. Arlt, please.
Unknown Attendee
attendeeThank you. No motions for resolutions received.
Friedrich Rödler
executiveThank you. Mr. Knap.
Michael Knap
attendeeMr. Chairman, thank you for giving me the floor. The shareholders represented by me have not transmitted to me any motions for resolutions, but there is one motion of -- have the holding card number, 1,746. He proposes that we separate vote on 3 as well as 4. That's a formal discharge to the Management Board and Supervisory Board. Under Item 3, CEO Spalt, well, he would like to see a split vote, the rest en bloc. Four, again, Rodler -- a separate vote on Mr. Rodler, and the remaining members will then be voted on en bloc.
Friedrich Rödler
executiveRight, we take notice and we'll put this into practice. And then Mr. [ Pilinger ], please. Ms. Pilinger. I'm sorry.
Unknown Attendee
attendeeNo motions for resolution received so far.
Friedrich Rödler
executiveNoted. Brix, please record this in our minutes. And what's the current presence, the current attendance. I note that according to the list of attendees drawn up in accordance with Section 117 of the Stock Corporation Act and signed by me 4,429 shareholders are represented by the 4 special proxies, entitled to cast 314,824,828 votes. The AGM, therefore, has the necessary quorum for all agenda items. 73.25% roughly, 73.25% of the capital is represented here. The list of attendees will be made available electronically to the 4 special proxies present. For data protection reasons, we refrain from disclosing the list of attendees on the Internet during this transmission. We'll now enter the general debate item, i.e. reading out and answering the questions. I will read out the statement made by Mr. [ Schtala ] -- made available by Mr. Schtala.
Friedrich Rödler
executiveWell, I'm trying to find the right paper. Thank you very much for handing over this paper to me. Please bear with me. I'm starting out by reading the statements made by Mr. Schtala and the questions put by him. The Chairman of the Supervisory Board is happy to answer the questions put [indiscernible], and to read them -- to also read them out. The voting rights, with voting #1719. Well, we have that from [indiscernible]. He is the special proxy as far as this number is concerned. Dear Shareholders, and this is a gender-neutral way of addressing you, of course. Ladies and gentlemen of the Management Board and Supervisory Board, during a corporate governance seminar, I learned something quite interesting. Whenever domineering CEO retires, there are basically 3 options that they have. First, happy private life, fulfilled private life. Second, to move over to the Supervisory Board as quickly as possible. After a necessary cool-enough period, he will then become or they would then become Chair of that Board, or third, to be a know-it-all and schemer. So first question to Bernhard Spalt. What is the option that your predecessor actually went for? We, shareholders, know what you have opted for, Mr. Spalt? You clearly went for the following. When exercising our ownership rights, you have a prevented us from doing so and you have curtailed our fundamental rights dramatically. The lawmaker decided to pass a flimsy law as -- in the form of an ordinance pertaining to the conducting of a hybrid AGM during times of lockdown, for example. That's what the lawmaker did. But this is an ordinance, an emergency ordinance during times of the pandemic and everyone, of course, agreed to this at the height of the pandemic. In late 2021, this ordinance was extended relating to the conduct of virtual AGMs until the end of July 2022. Well, the parliament, the Austrian Parliament focused on the pandemic situation when convening the AGM and that was the reason given. So the second question I'd like to put to the Board. Now when convening this AGM on the 20th of April 2022, was there a legal restriction imposed by the Austrian Health authorities and did that have an impact on an in-person AGM? Would it have been impossible to carry out this as an in-person AGM? Third question. Now the Management Board of Erste Group on the 20th of April 2022 did it have information that our health authorities did not have on the situation of the pandemic? Next question in 2021, the financial calendar for 2022. And the date of the AGM when was this determined and when was published this calendar as well as the date? Fifth question. Now when determining the date of an in-person AGM, what rooms were preserved and then the decision was made to have a virtual AGM. And when were those rooms canceled? Sixth question. Well, maybe those premises were never reserved because it was never the intention to carry out an in-person AGM. Last week, the Savings Bank Day 2022 took place at Innsbruck Congress. Of course, there was a dinner, there was a music, brass band, celebrating 200 years of Tiroler savings bank. It was an in-person meeting. And by the way, not a single person wears a mask in the pictures. Why? Why should they have worn the mask? And obviously, those premises have been reserved a long time before. I'm quite able to answer those questions. And then a remarkable detail of the Savings Bank Day in Innsbruck. Well, maybe you would like to link this up to question number one, as far as Bernd Spalt keynote is concerned on the future vision. Well, 15 minutes was set aside for Bernd Spalt keynote. Andreas Treichl, a certain Andreas Treichl gave an input statement amounting to 60 minutes. So obviously, someone's input was more important than someone else's input. And then seventh question, again, put to the management board. So in view of the continuing COVID-19 pandemic and the impossibility of predicting its further course. So why is it that the 2-day Savings Bank Day in Innsbruck took place involving hundreds of participants after careful consideration and why is it not possible to not go in for an in-person AGM today. Well, just look at what Bernd Spalt, our CEO, has said, and let's try to understand this absurd situation. Our CEO, not that long ago, talked about the advantages of virtual AGMs, and he said to the people who listen to him, he's at the following. Well, at least I'm not confronted with all the junk presented to me by shareholders. Now Mr. Spalt, I would now like to present to you my "junk" because I do not have the right to speak. You have taken this right away from me. And that's why I have presented to you this written statement. Yes, Mr. Spalt. It would have been my "junk" to present to you today. I would have liked to praise you in the presence of hundreds of shareholders and to actually praise you for the good performance of Erste Group AG. It would have been -- again, my personal "junk", it would have been my opportunity to thank you very much for the impressive work, cost discipline, efficient risk management pursuant to the interest of, albeit businessmen, also for your sensitivity and your silence. Well, Mr. Spalt, it would have been my thing. I could have actually also put critical questions to you because you have not listened to criticism. You are from [indiscernible], and you we didn't want to subject yourself to the laws imposed by Vienna society. So you may not have been as attractive as other managers that might have addressed this item. But I would have, of course, also said to you that you are not a great public speaker going all the time. So I could have mentioned to you, Mr. Spalt, that a small-scale, small-time saver like myself, who many years ago, talked to the management Board during an AGM and talked about credit default swaps, when you -- which actually led to your leaving the management Board. So Mr. Spalt, I could have done all this. I could have told you very clearly that your sudden departure a few days ago was a serious mistake. It was also a serious mistake, of course, to attach too much importance to a representative, representing 5.9% of the shareholdings even though he himself doesn't know that he's not that important to figure anymore. Anyway, Mr. Spalt, I could have told you all of this. I could have also shown to you that our future topics just think about the 2030 strategy, the financial health company, data management, IT, AI, HR, risk management, taxonomy, supply chains, ESG, decarbonization, climate change. Well, as far as all these issues go, I think you attach great importance to this issue as a banker and as a human being. And all this in keeping with the brand awareness of our company, [indiscernible] believe in yourself. Well, Mr. Spalt, you are not someone to put yourself on a pedestal. But obviously, you are afraid of an in-person AGM, which is a pity, you seem to be afraid of us, shareholders. It's a pity. It's a shame that you, Bernd Spalt, never understood that there are a lot of people who appreciate you and some people who actually do not. So that is the statement provided by [ Ruper Schtalla ] one of our shareholders. Well, we are going to answer these questions in total and as soon as we have collected all the answers from the person in charge, we will do that. Anyway, let's now move on to other questions. Questions received prior to this AGM. Let's start out with [indiscernible], 1,148 voting card, 1,148. Our Erste Group Bank in the 2021 financial year, well, it was a year of COVID-19 restrictions, and it achieved the best results in its corporate history. Net income amounted to almost EUR 2 billion. Earnings per share went to EUR 4.17 from EUR 1.57. What were the contributing factors? Well, cost-to-income ratio that actually went from 59% to 55.6% and then optimum levels in other areas as well. So this has been an optimum result as the group bank shares also saw a market increase of 66%, the second highest increase. Our thanks go to the employees and the Board members. Now I am quite happy with the performance shown by the bank. I'm not all that happy with other things. Now on Page 11 of the Management Report 2021, it says that there is a return to a progressive dividend distribution policy. Now the dividend proposal says EUR 1.60 per share after EUR 1.50 last year. The distribution rate, therefore, is 36% for 2021 as opposed to 38%, and that has been the 5-year average. A progressive dividend policy is quite different as far as I see things. So please explain to me what is so progressive about this dividend distribution policy? And what will be the future of your dividend distribution policy? And this, I think, is a question to be answered by Mr. Dorfler.
Stefan Dörfler
executiveThank you. Thank you, Mr. Chairman, and thank you for raising these important issues. Now in the past, our progressive dividend distribution policy that we communicated. Well, it always focused on the level of distributed shares. Now when the 2021 results were published and when the capital market communication took place at the same time as the group, therefore, confirmed this forecast. In addition to this, a relevant 40% to 50% distribution was set as indicators for our shareholders. Let me briefly talk about this technical addition. The distribution rate is based on the multiplication of dividend per share by the number of circulating shares at the end of the period divided by the period result attributed to the owner following the deduction of AT1 coupons just to rule out any misunderstandings. Thank you very much.
Friedrich Rödler
executiveWell, thank you, Mr. Dorfler, for this read statement. Now the next question is equally put by [ Everspan Anda ]. In mid-September 2021, it was announced that Thomas Schaufler, who is in charge of Retail Banking of Erste Group as well as Erste Bank der oesterreichischen Sparkassen that he would become the Retail Head of Deutsche Commerzbank at the beginning of the year. Mr. Schaufler was involved with GiroCredit and as of the 31st of October 2021 he then stopped being Supervisory Board. After Peter Bosek and another person, he's the third Board member to leave us, and he's certainly not the last. Now the [ post-trial turbulence ] is, of course, continue the Nomination Committee of our Supervisory Board discussed succession planning for retail in great detail. I would just like to refer to Page 111, Thomas Schaufler's tasks were then transferred to Ingo Bleier. Just look at Page 103. Ever since the announcement of this departure 8 months have passed without their being a successor in the works. Well, we don't know of any such succession in the pipeline. Why don't you talk about succession planning? Who is going to step in for Thomas Schaufler and have you received external support, which headhunters or lawyers supported you? And what has been the cost accrued? And when will you find a definitive success for Thomas Schaufler. Final remark on the set of questions on the 17th of December 2021, our Hungarian affiliate concluded agreement with Deutsche Commerzbank on acquiring 100% shares of the Hungarian Bank. And in the second half of 2022, this will be finalized. Management report 289. This procedure as far as I see things is a piece of consolation after Thomas Schaufler's departure and he's starting for a Deutsche Commerzbank. But this is a question addressed to me. But let me also tell you that Thomas Schaufler was wearing 2 hats, if you like. He was Retail Head of Erste Bank Austria, and we've already dealt with this [indiscernible] apart from her role as CEO of Erste Bank Austria, then also started being responsible for the retail business at Board level. And this happened on the 1st of January of this year. Mr. Schaufler's role as Group Retail Head, well, as you know, Mr. Bleier has become interim ahead of this. As far as Schaufler's succession planning is concerned, while we have actually contacted an international headhunter, a consulting company. The selection process is underway. This is done professionally and efficiently. Things, as I said, are underway, have preceded, costs are quite regular. After the constituent meeting of the Supervisory Board today, the new Nomination Committee will then consider the steps to take as well as the time line, and we'll put this in the entire context of the Board composition. And I now move over to the next question, again, put by [indiscernible]. It -- we're also on Bernd Spalt's departure of Friday, March 13, 2022. Murphy's Law. This is a case of Murphy's Law. CEO Bernd Spalt does not extend his mandate. News has just come in, Spalt's decision resulted from different outlooks and the strategic course of action. The Nomination Committee will then set things in motion. The contract is to run until the end of June 2023, will Bernd Spalt continue working with the Board or will he go an annual leave and if yes, when do annual leave start? So he's been CEO for just over 2 years. So obviously, there seem to be different ideas on the strategic outlook. Why? And where is Mr. Spalt going? What will his next job be? And this is the question directed to Mr. Spalt.
Bernhard Spalt
executiveWell, thank you very much, Mr. Chairman. I think that I've dealt with all 3 aspects in my presentation in great detail. Let me talk quite briefly about the following. I didn't give notice. I did not leave early. I just said that my mandate would not be extended. It will come to an end at the end of June 2023. Of course, I will keep on working as CEO working for this group, and this is something that we have discussed together with the Supervisory Board, just to set the agenda straight. All other aspects, I think about different perceptions while all other aspects have been dealt with by me -- in my presentation.
Friedrich Rödler
executiveLet me also clarify to the Chairman that these are personal questions put by Mr. Knap and not those put by [ IVA ]. And this brings me to the next question put by Mr. Knap. Why did you not manage to place the entire Caixa package? Was the offer not attractive enough, Bernhard, please, why don't you answer this question.
Bernhard Spalt
executiveAgain, it's a question of perception. It's important to keep things apart. What's banking and what is the remit of owners. This is a question directed to the shareholders or former shareholders of Erste Group. Caixa, I think, a long time ago, announced the following that minority holdings would be sold off by Caixa. Let me be quite specific here. We are extremely content and satisfied as the group shares it was held by CaixaBank. Well, they were placed at the beginning of 2021 with a long-term focus, the transaction proceeded quite efficiently and quite rapidly and it didn't change the composition of our shareholders because these are long-term shareholders, and we still have a very stable and strong core shareholder, and that's it from my side on this issue. Thank you.
Friedrich Rödler
executiveThank you. Next question also comes from Mr. Knap and it refers to the sale valuation of the Supervisory Board and the management report, Pages 6, 106 and 109, evaluation of the Supervisory Board activity, is it over now? What are the important insights? And how will these be implemented? Who was the external expert who assisted us? What are the costs? Well, this report in the corporate governance report refers to the evaluation of the Supervisory Board in 2021. And this was done together with the team of Professor Hoffman from the Vienna Business School and the Vienna Strategy HUB GmbH and the results discussed during a strategy meeting on the 25th of June of 2021 of the Supervisory Board. It was essentially about questions, there's a moderated debate, the work of the committees, the documents we have been provided with the flow of information in the Supervisory Board, how to make the work of the Supervisory Board more efficient and how to contribute to supporting the management Board. As to the fees, well, I can't really provide you with any information without talking to our contract partner, it is a 4-digit amount that is quite customary in the industry. This Supervisory Board will have a chance to evaluate its own activities because we need to do this every year anyway. And this evaluation will also be involving the new Supervisory Board members. Next question coming from Mr. Knap refers to David O'Mahony, a Board member, born in 1965. Page 103 of the management report, his term of office expires on the 31st of December 2022. Prolongation talks. Are there any prolongation talks? Or has it been decided to extend the mandate? Yes, I can confirm that we have discussed prolongation and the Nominations Committee has suggested that the mandate should be extended until the 31st of December 2026. But since the recommendation of the Management's Committee, the Supervisory Board has not met yet. So there's no formal resolution of the overall Supervisory Board about the extension of the mandate. Next question asked by Dr. Knap, Royalties from external mandates in Supervisory Boards of our Board members, Page 103. Will these royalties from external Supervisory Board mandates, for example, the Austrian Control Bank, Vienna Stock Exchange, of our Board members go to them or to the Erste Group Bank. I can confirm that the royalties do not go to the Board members themselves. Next question, also asked by Dr. Knap. Following an international trend that is establishing itself increasingly in Austria, the Chairperson of the Supervisory Board should not also be the Chairperson of the Audit Committee. This is currently still the case here. I don't mind Mr. Friedrich Rödler and being also the Chairperson of the Remuneration Committee, then his chairmanship in the Audit Committee. So the audit in the -- the Chairman of the Audit Committee should no longer be the same as the Chairman of the Plenary of the Supervisory Board. So thank you, Mr. Knap. We will heed this suggestion that is an international trend that we are aware of, and we are going to follow this recommendation. And in the newly constituted Audit Committee, I will not be the Chairman of the Audit Committee. Next question. Also asked by Dr. Knap. Inclusion of Sparkasse Oberösterreichische and liability association was launched. So the entire Austrian's bank group is under the common liability regime. In the report in 2021 on Page 32, the transfer of shares of Sparkasse Oberösterreichische from the Erste Bank Oesterreich to the management of the shares of -- is that a prerequisite for the inclusion or does one not have anything to do with the other transfer of shares and the participation in the liability community?
Stefan Dörfler
executiveSo basically, these are 2 different processes. They linked on the regulatory and a contractual basis. This is a strong sign of a cohesion in the Sparkassen Group, but it also enables us to simplify the procedures. The transfer of shares is a sign of the regional anchoring of [ ASK ] and the responsibility for the region in Austria. And I'm very pleased about the fact that this regulation was found, which is mutually beneficial.
Friedrich Rödler
executiveNext question asked by Dr. Knap refers to dividend proceeds in the management report on Page 140, 145 and 161, Footnote 4. EUR 33.2 million, EUR 19.9 million. So what are the sources? Who paid how much to us? Stefan Dorfler, please.
Stefan Dörfler
executiveThank you. I will provide you with all of the companies where we hold more than where we distribute -- where we received more than EUR 1 million. The Austrian Control Bank, EUR 4.2 million; [indiscernible], 4 million; [indiscernible], EUR 3.6 million, [indiscernible], EUR 2.3 million; [indiscernible] Insurance Group, EUR 1.6 million; and [indiscernible], EUR 1.4 million; and the remainder was near or below EUR 1 million.
Friedrich Rödler
executiveThank you. Next question also asked by Dr. Knap refers to the administrative expenses in the management report on Page 162, Footnote 8, legal costs and consulting costs, EUR 118.4 million after EUR 114.2 million. So give us the 5 biggest recipients of fees and the amount and the consulting issues.
Stefan Dörfler
executiveBasically, this rise comes from legal and consulting costs is EUR 4.2 million more than in 2020. The major cost items are general consulting, tax consulting and also ECB and banking association members and also legal advice and auditing fees. There's a higher mortgage business and also more external legal advice required, auditing and general consulting fees at a similar as in the previous years. I think that individual business partners are not notified or are not disclosed here.
Friedrich Rödler
executiveNext question also asked by Dr. Knap, refers to the taxes and profit, 166, Footnote 13. So in a periodical tax payment of EUR 20 million for which years and which fiscal jurisdiction has this been incurred. Stefan Dorfler?
Stefan Dörfler
executiveOn the a periodical tax payments, EUR 15.8 million in Romania, this was for 2016 to 2020; and EUR 10 million to the Czech Republic, that's from 2013. And there are a periodical tax income was EUR 6 million, EUR 3 million coming in 2020 and EUR 3 million for previous years. And several Austrian companies have booked this.
Friedrich Rödler
executiveThank you. Next question asked by Dr. Knap. The goodwill management report, Page 270, Footnote 39, EUR 550 million, EUR 544 million for Ceská, additions were EUR 6 million. That's a negligible in terms of the amount. But anyway, EUR 6 million additions from which acquisitions and from which other reason this does come. Stefan Dorfler?
Stefan Dörfler
executiveWell, the lion's share of this increase comes from Hungary with EUR 5.7 million and the remaining EUR 0.3 million come from the Czech Republic.
Friedrich Rödler
executiveNext question from Dr. Knap refers to the fees of the auditors, management report, Page 298, Note 51, EUR 1.6 million fees for other services of PwC and EUR 1.3 million invoice for what other audit services of Sparkassen-Prüfungsverband and EUR 0.2 million for what other services of PwC. Stefan Dorfler, please.
Stefan Dörfler
executiveWell, the first 2 amounts, EUR 1.6 million for PwC and EUR 1.3 million for the Sparkassen-Prüfungsverband auditing association were almost completely paid for the half year review and the EUR 0.2 million for any other services were consulting services provided by PwC within the framing of legally obligatory reports.
Friedrich Rödler
executiveNext question by Dr. Knap refers to ARWAG Holding AG and the report on Page 310 and an article in the [indiscernible] from the 16th of December 2021. This 19.3% investment is still in our balance sheet, even though it was sold to [ Klemens Haiman ] according to media reports. Is this a done deal? If so, why not? And when will it be concluded? And is there a book profit and to what amount? Stefan Dorfler, please.
Stefan Dörfler
executiveYes, we can be very brief. No shares in ARWAG have been sold. These media reports referred to selection procedure that did not lead to any transaction whatsoever. So it's still in our balance sheet, and there is no disposal so far.
Friedrich Rödler
executiveThank you. Next question asked by Dr. Knap refers to cooperation of Erste Group and OMV article in the press in the 30th December of 2021, according to media reports, the cooperation agreement between the Erste Group and OMV was not prolonged so that as of 2023, Erste Bank will dismantle its ATMs at filling stations of OMV but OMV still wants to enable their customers to engage in banking business at their filling stations. We don't know with which bank, however, so why did we resiliate this cooperation agreement with OMV. And are these ATM is not a good business proposition for us? I think Mr. Bleier is the right person to answer this.
Ingo Bleier
executiveLadies and gentlemen of the Erste Group Bank, Dear Mr. Knap. The second question actually answers the first one. The number of transactions in our ATMs at OMV filling stations has been going down for many years. The corona pandemic has unfortunately exacerbated this trend as a lower footfall now. And the chance of a cost-covering operations is in the more distant future now than ever. So we decided that with the expiration of the agreement, which was set to expire at the end of 2022, we decided not to extend it. The ATMs will remain in place until the end of 2022. And they will be made available at the filling stations with [ weaver ] shops. Even after that, we are going to maintain the provision with cash through our network of ATMs that will be continuously expanded.
Friedrich Rödler
executiveNext question asked by Dr. Knap, restrictions in terms of real estate loans, an article in the [ Vienna item ] 12th and 13th of February of 2022. Experts of the OMV, FMA, Financial Ministry and Fiscal Counsel, has laid down criteria for real estate loans, and these will be implemented in the near future, the legally binding way. So 20% equity capital will be mandatory! A duration of loans, limited to 35 years. The mortgage payments can appear more than 40% of the monthly income. Thus, the risk should be limited for this bubble to burst. So our more stringent criteria foreseeable. And have you already done the numbers, what this would mean for our business or are we only indirectly affected, for example, by our subsidiary of the Bausparkasse, the Savings Bank. Ms. Habeler-Drabek?
Alexandra Habeler-Drabek
executiveLet me say at the beginning that even in the past, at Erste Bank and Sparkassen, we had been very cautious when it comes to -- and very conservative when it comes to giving out home loans. In some of the countries of our group, we have very stringent standards, and we can deal with these standards very well. When these loan awarding standards are supposed to also lead to the desired effect, they need to be balanced. So the justified interest of our clients need to be taken account of and they need to be able to be handled by banks. This draft on the ordinance was recently received by us, and we have also replied to it. This ordinance, this regulation will come into force as of the 1st of July 2022. These individual points are referred to in your question. I would just like to clarify one point in this draft resolution. And we're not talking about 20-point equity capital, but this is a 90% lending ratio. So there's -- the high ancillary costs of 10% are covered. We believe that this trough regulation is still a bit vague, and I would like to go through with you the 3 core issues that we have with that and that we've communicated openly. And it's very important to ensure that this refers to the buying and building of real estate for residential purposes. So there need to be exemptions that are not part of the draft yet, especially for short-term intermediate financing if a customer sells an existing apartment or also exemptions for refurbishment in your own home or maybe rescheduling of debt from a third-party bank. So here, we don't need to have any equity share. Let's say you took out a loan 10 years ago. You have a rescheduling of your debt to another bank. Well, you don't need the equity because you already have it. So this is not covered by the exemptions. It should be actually taken out of the regulation altogether. This brings me to the second point. We want to have a practical number of exceptions and exemptions. Currently, we have 3 different sets of exemptions and another superimposed set of exemptions. It should be less complex, and this will allow us to see the customer in his entirety and not with just lots of exemptions and KPIs. And the last point refers to the timing of the coming into force since the peer review is delayed and there are some points which are -- from our point of view, will hopefully be adopted before it comes into force. We think that the regulation should not come into force on the 1st of July, but on the 1st of January of 2023, this would give the banks more time to prepare and would also help our customers who will not decide overnight to build a house or to buy an apartment.
Friedrich Rödler
executiveThis takes us to the next question asked by Dr. Knap. It refers to the remuneration report of 2021. When it comes to drawing up the remuneration report of 2021, did you have an external support? And which lawyer or law firm consultant helped you and where the costs? Yes. We used some external help. PwC helped us in drawing up the remuneration report for the business year 2021. The fees are normal and quite low. Next question refers to elections to the Supervisory Board, as per Dr. Knap, Page 102 of the management report 2021. You explain the deviation from Rule 52a of the Austrian Corporate Governance code according to which the number of Supervisory Board member can be a maximum of 10. Today, you will increase the capital representatives from 12 to 13 in the Supervisory Board. Is this increase to 13 representatives in the Supervisory Board only a temporary solution until a succession is found for the chairperson? This is an article from the trend on the 12th of November 2021? Or is this going to be a permanent institution? Well, I can say that the Articles of Association allow for 14 Supervisory Board members. So with the approval of the AGM, it is possible to increase the number to 14, but there is no decision on that yet and no resolutions yet. And I believe that it is only idle speculation, and we don't need to refer to that here. I think that would be grounds for the draft resolution sufficiently answer that question. Next question asked by Dr. Knap to [ Ms. Christina Kadaster ] is described as a Supervisory Board member of the Erste Bank since 2022. But even before that, she was a member of the Supervisory Board of this bank namely according to the company register from the 3rd of October 2020 until the 15th of July 2021. And then again, as she described since 2022, company register entry from the 10th of February 2022. Now why did Ms. [ Kadaster ] in 2020 and 2021, only briefly work for the Supervisory Board and why was the short visit to the Supervisory Board not mentioned? Why was she recorded as being -- deleted as having been a Supervisory Board member of the Erste Bank and what caused her to return as a Supervisory Board member? So the question is directed to me. Ms. [ Kadaster ] was, as you correctly stated between the 3rd of October 2020 until the 15th of July 2021, a member of the Supervisory Board of -- the Supervisory Board of Erste Bank. And since February of 2022, she is again a member of the Supervisory Board, the CV was supposed to show activities over a long period of time. So activity as a member of the Supervisory Board has only been mentioned once in her CV, especially since she is now back in the same function and with the same mandate. Ms. [ Kadaster ] due to her activity back then as the sole member of [ Uberk ] had to resign for reasons of time. And when she left [ Uberk ], she was elected back to the Supervisory Board because she's a valuable member and she contributed a lot to this -- to the work of the Supervisory Board. Next question coming from Dr. Knap. For the World Savings Day of 2021, it was reported that the Caixa Group wanted to dispose of its shareholding, the Wellington Management Group that bought 11.5% was found. But on the other hand, all shareholders such as BlackRock and Vienna Insurance Group increased the shareholding, but still the syndicate around the Erste, Sparkasse Oberösterreichische and we achieved -- lost the blocking minority. And since then, they only hold 21.8% of the Erste Group Bank shares. In the long term, this could lead to takeover fantasies as the [indiscernible] commented about the Erste Group Bank. Does the Erste Group see itself as a takeover candidate? And the question is directed to Bernhard Spalt.
Bernhard Spalt
executiveWell, thank you. The answer is a clear no. We don't see ourselves as a takeover candidate. Erste Group has a very strong operational performance based on a sustainable business model and growth region of Central and Eastern Europe and the strong operational performance as we've seen in our results, coupled with a robust development of our share price under a strong stock market capitalization or market capitalization does not offer any point angles of attack. The Erste Bank Oesterreich and the syndicate that regularly buys shares and that strengthens and its position, so it's a reliable and robust anchor investor. And any further questions concerning any changes in the shareholder structure after Caixa exited, I believe are to be directed to the shareholders and not the company.
Friedrich Rödler
executiveNext question the shareholder, Dr. Knap, refers to a legal dispute [indiscernible] bonds and [ ARPA ] report from the 17th of January of 2022. The business report or management report on Page 75, Note 51, there were lawsuits on corporate bonds in 2010, 2011 and 2012, the management report of 2020 and '21, there were no such reports anymore. After the insolvency of [indiscernible] Holding in 2013, small shareholders filed a number of lawsuits against banks, the claims were about EUR 10 million. According to media reports from January of 2022, BAWAG, the 380 -- made a settlement for 380 investors out of 19 collective actions, 6 class actions are still in court. The current status of the lawsuit on [indiscernible] bonds of 2010, 2011 and 2012 is the question. And would we have had the possibility of participating in the settlement completed by BAWAG and why didn't we do that? And this question is directed to Alexandra Habeler-Drabek.
Alexandra Habeler-Drabek
executiveAccording to our information, it's about liability lawsuits against BAWAG in connection with them selling bonds to the customers. Whereas in our case, it's about the prospectus liability. So it's a different question. So from the perspective of the people filing these lawsuits, they were said to have known already about the impending insolvency and this should have been mentioned in the prospectus. So it's a prospectus liability action. As to the current status, which is also directed against the Erste Group Bank. These lawsuits are still in the evidentiary procedure in the first instance court in 2020, the expert appointed by the court stated in her expert opinion that at the relevant timing question, there were no clear indications of an over indebtedness or inability to pay or insolvency of the company in line with the legal provisions. She therefore came to the conclusion that a further audit of the identifiability of such an over indebtedness or inability to pay by the issuing banks is no longer required and can thus be omitted. In 2021, there weren't a lot of hearings in this court case. The expert opinion was deliberated on further questions we asked of the expert. So could we have participated in the settlement agreed by BAWAG? Well, these are really 2 different proceedings and 2 different subjects and the one that is the prospectus liability. In the other case, it's a consultant adviser liability. And so there are no indications that the bank had misbehaved.
Friedrich Rödler
executiveThank you. We answered all the questions of a shareholder, Mr. Knap. Allow me to interrupt the AGM for a 25-minute lunch break. It's 12:28. We should resume the AGM 5 minutes to 1 in order to continue the AGM. Thank you very much. [Break]
Friedrich Rödler
executiveWe resume the AGM and continue with answering the questions. Next question. Shareholder [ Peter ] here with the voting card 1,752. The question relates to the cost of the virtual AGM in 2021 and 2022. The cost of the last AGM -- and the last in-person AGM, do you plan in-person AGMs in the future, which I sincerely hope. We haven't received all the invoices for this year's AGM. The total cost of this year's AGM cannot be stated. The ordinary AGM 2021 cost EUR 159,000 plus VAT. Here is the breakdown of the cost. The rent, catering, notary, other services like interpreters and also multimedia technology. The cost for the last in-person AGM were EUR 375,000 plus VAT. As far as the question is concerned relating to in-person AGMs in the future, this I can't answer this question because this decision is taken by the Management Board. Mr. Spalt is coming back to that question later on. Next question by Mr. [ Peter ]. What's the reason for increasing the Supervisory Board from 12 to 13 persons. Why is Mr. [ Kadaster ] not replacing another person? What about the remuneration and these consequences for the remuneration due to the increase to 13 persons until May 2021. We have 13 members in the Supervisory Board. What about the fees in the Supervisory Board per meeting and for the committee meeting? I refer to the question on the grounds on Item 7 on our agenda, relating to the increase of the remuneration of the Supervisory Board. The task qualifications as well as the responsibilities of Supervisory Board members increased markedly in past years. Furthermore, the regulatory environment is more challenging as whether it's a dynamic, economic and technological environment, the economic environment marked by health and political crisis, technological environment marked by disruption, digitalization, innovation. And this requires to bundle knowledge and experience in the Supervisory Board. This goes beyond a mere control of banking and financial processes. And this is why we need a sufficient number of good and well-trained members of the Supervisory Board, and this justifies the increase to our team members. An ordinary member, according to the proposed resolution, will receive EUR 65,000, and this is also the amount by which the cost for the total remuneration will be increased by year -- per year. In addition, we have the attendance fee, the attendance fee for meetings of the Supervisory Board and the committee is currently EUR 1,000 and will be increased to EUR 1,200, as is led down in the proposed resolution. Next question by Mr. [ Peter Michle ], remuneration of Management Board and Supervisory Board. Why do you present the figures only a block in the management report? What is the justification for the increase in the amount of 19% from 2020 to '21? The operating result only rose by 17% is a request for a breakdown of the remuneration of the individual members of the Board and Supervisory Board 2020-'21, EUR 4.7 million for former members of the Board. Who received what? And due to the situation, Mr. [ Peter Michle ] is voting against items 3, 4, 6 and 7 of the agenda. On page 296 of the management report, the remuneration of Management Board and Supervisory Board members are presented according to IAS 24.7. The IAS 24 expenses are on an accrual basis and according to the regulations, led down in the standards, IAS 19 and IFRS 2. The figures led down in the management report take into account also all accruals for phantom shares, for example, that is to say components that are not in cash also relating to previous periods which were reevaluated according to IFRS. The total remuneration for the individual members of the Management and Supervisory Board can be taken from a breakdown in the remuneration report according to the Stock Corporation Act of Austria on Page 5 for the members of the Management Board and Page 13 for the members of the Supervisory Board. In addition, on Page 11 of that report, you find information that the total remuneration of the Management Board for 2021 was only open 69% higher than in 2020 and not by 90%, as is shown in the IFRS evaluation on Page 296 of the management report. The said 4.9 -- EUR 4.7 million is composed of severance payments, which were made to former members of the Board after their employment was terminated and, in addition, accrued bonus payments relating to previous periods for former members of the Board. Pension payments to former members of the Board amounts to EUR 0.8 million; severance payments for former members of the Board, EUR 2.1 million; bonus deferrals of -- payments of bonuses for previous members of the Board amounts to EUR 1.4 million; and current payments due to leave of absence of previous members are the amount stated in the management report. Next question by Mr. [ Knapp ]. What is the reason for the weak share performance although Erste Group Bank AG does not any direct effects from Russia and Ukraine. The outlook of the bank was not changed following the war in Ukraine. Stefan Dorfler, please.
Stefan Dörfler
executiveThe share price performance must be seen in a long-term context in connection with the price book ratio and also price-earnings ratio -- for example, the Erste Group Bank share in 2021 is one of the strongest performances in Europe. It's a plus of 65%. The decrease of the current year, minus 25% to minus 30% year-to-date, must be seen against the background of the current crisis. Although we are not concerned by the crisis, we don't have an exposure in Ukraine and Russia, but we see the general repercussions on the share market and the equity market and the shares of banks, in particular. 0.7 price book ratio, if we compare ourselves with other banks in the EURO STOXX Bank Index, we -- this is a respectable valuation. We have only several banks with higher price book value ratios. The reduction in the EURO STOXX Index is due to the fact that pure Eurozone banks have stronger impact by the ECB interest [ in the CEE ], and we are also working in the CEE area. And we are a little bit more under pressure in -- seen against the background of the crisis in Russia and the Ukraine. Despite the fact that we don't have exposure in the war areas, it still play a role. And as far as interest result is concerned, we have a positive outlook. And you also see and we confirm the outlook for the year '22, which also resulted in positive evaluations of the analysts. The annual performance 2022, of course, will depend on the development of the Ukraine-Russia crisis and will -- also must be seen against the background of the EURO STOXX Bank Index.
Friedrich Rödler
executiveThank you. Next question. In terms of return on equity, what seems to be realistic after the interest hikes in -- over 2022 CEE and 2023 Eurozone? Mr. Dorfler, please.
Stefan Dörfler
executiveAs far as the return on equity is concerned, there's a very clear statement which was already made by Mr. Spalt in his presentation. We are convinced that in 2022 and the following years, we will have a double-digit return on tangible equity.
Friedrich Rödler
executiveA question to Mr. Spalt. You said to prefer takeovers in contrast to share buyback programs. What are the priority markets?
Bernhard Spalt
executiveIn our region, we see a consolidation trend in a very fragmented banking market, and we want to play an active role here and we will play an active role in this respect. We have a high capitalization, which I already mentioned in my presentation. We will use our capital in order to be fit for acquisitions. The alternative would be share buyback program or higher dividends. We think that we understand the business in our region, and we also think that we can have higher profits on the basis of acquisitions. The markets already identified the markets that we're already doing business in, and we will observe the markets and look at acquisition targets. The focus of our acquisitions are so-called bolt-on acquisitions. That is to say we take over banks or credit portfolios in the market where we're already doing business. It can be banks, as I said, or portfolios. It can be asset management companies that are the target of our investments. So if these banks fulfill certain criteria, that is to say it must be a strategic fit and we have to offer a return to our shareholders following such an acquisition, and we also do not aim at raising funds at the stock exchange so much for all our plans. I think we will see a lot of opportunities not only the subsidiary of the commercial bank in Hungary. There will be additional targets for acquisitions.
Friedrich Rödler
executiveNext question by Mr. [ Peter Michle ]. Outlook to the business years 2022 and 2023 to 2025, change in the cost earnings relation, does Erste Group do business and has business connections in Ukraine, Russia and Belarus?
Ingo Bleier
executiveDear Mr. [ Peter Michle ], as far as the cost return ratio is concerned, Mr. Spalt already said in his presentation that we expect 55% this year. Of course, this has a certain risk due to the current development. As far as the subsequent years are concerned, we are not publishing any official expectation. But strategically, we led down a target of 55%. As far as Russia, Ukraine and Belarus is concerned, we have no direct exposure in that -- in this region. We have 2 minority investments in financial institutions, the Euroaxis Bank in Moscow, which is currently in a liquidation stage, and the Bank Center-Invest in Rostov and these shares are already impaired. As far as our corporate customers are concerned, we have a number of customers that are doing business in this region. So we have financing of trading, business, also settlement of payments of customers. Of course, we have funds, emerging European asset management company which invested, but I think this is an [ imposture ] that is of minor importance to our bank and will not have any major impact on the profit development.
Friedrich Rödler
executiveThank you. Next question by Mr. [ Peter Michle ] relates to Mr. Spalt not extending his mandate. What are the reasons behind? Will Mr. Spalt receive payments after he ended his activities? What about this remuneration by -- are there any pension claims? I think Mr. Spalt already explained the 2 reasons why. The contract with Mr. Spalt and his term end on the 30th of June 2023. Mr. Spalt said that after discussion with me as the Chairman of the Supervisory Board and after a new CEO has been appointed, he will leave early. After the end of his employment, he doesn't receive any further payments. We do not have any pension claims or severance payments, but we have a [ panel competition ] and -- for 1 year and reduced remuneration. This rounds up all questions of Mr. [ Peter Michle ]. Let's continue with the -- answering the question of the shareholder [ Stahle ] that I read out at the very beginning. Most of the questions were directed to Mr. Spalt. The first question, what are the -- one of the -- your predecessor decided for which of the 3 options?
Bernhard Spalt
executiveYou will have to ask the previous CEO himself for that.
Friedrich Rödler
executiveQuestion number 2, to the Management Board. The time when the AGM was convened, was there a limitation of the Austrian Health authorities? And was that the reason why we had a very held a virtual AGM and -- that did not allow for a presence AGM?
Bernhard Spalt
executiveThere was no ban of an AGM, but the membership, the Management Board weighed the risks of a presence AGM and virtual AGM and decided to summon a virtual AGM for the protection of the participants.
Friedrich Rödler
executiveThird question. Did you know what was your state of knowledge on the 1st of April 2022 on the state of the corona pandemic that was not known to our health institutions?
Bernhard Spalt
executiveWe didn't have any knowledge about the future course of the pandemic that was not available for our health institutions.
Friedrich Rödler
executiveFourth questions. First -- fourth question. When did you establish the financial calendar for 2022 in 2021? And when did you decide on the date of the AGM? And when did you publish this financial calendar?
Bernhard Spalt
executiveThe financial calendar was published on the 20th October 2021.
Friedrich Rödler
executiveQuestion 5. Which rooms did you reserve for a physical AGM? And when did you cancel the room rent for a physical AGM?
Bernhard Spalt
executiveWe rented Wiener Stadthalle for this purpose. Wiener Stadthalle asked us to inform them until February about a possible cancellation. At the beginning of March, we informed Stadthalle that we will not hold physical AGM. The incidence -- the corona incidences, death toll and the number of persons hospitalized increased at that time and were reaching this -- an absolutely record level, and we did not expect alleviation of the corona pandemic. And this is why we decided that we will not hold a presence meeting for the protection of our shareholders. And this is why we changed our plans to hold a virtual AGM. The incidence is 325. This is much higher than during the first lockdown. The current 3-year contract with Stadthalle was extended for another year. From today's perspective, we plan to hold the next ordinary AGM as a presence AGM in Wiener Stadthalle.
Friedrich Rödler
executiveThank you. And then relating to definition of terms. Maybe rooms were never reserved because an in-person AGM was never intended to take place. I think you've already covered this question. Seventh question directed at the Board. Now in view of the convocation of the AGM and the continuity of the pandemic and the impossibility of actually predicting its further course, so why is it that the [ 2-day ] savings bank in Innsbruck was able to take place after careful consideration and why did the in-person AGM of our bank not take place? Why is it not taking place?
Bernhard Spalt
executiveNow the Board assumes responsibility for the conduct of AGMs for the company. In February 2022, when the corona pandemic was at a climb, no one was able to predict whether future mutants would occur. Well, we decided not to have an in-person meeting. Now infection rates have gone down, and this is great because we wouldn't like to have an in-person AGM when infection rates are high. And Mr. [ Stahle ], a personal comment on my part at this point. I myself, well 2 weeks ago to be more exact, had recovered from the coronavirus. And I would not wish this on anyone, the experiences that I have. I don't want shareholders to get infected during AGM of our bank. This would be terrible. Now our next AGM is planned to take place in May 2023. Currently, we are looking forward to reverting to the in-person AGM format. This is our goal. Now for the next 3 years, we have actually made reservations for Wiener Stadthalle. The Board is looking forward to personal encounters with you and with all other shareholders. Thank you.
Friedrich Rödler
executiveThank you for replying to this question Mr. Spalt. And this covers Mr. [ Stahle's ] questions, and we'll now move on to the other questions that have come in. Now a set of questions asked by Mr. [ Berger ], voting number 1789. Now the AGM, what was the price tag last year? And what about 2021? Well, 2021, well, the costs were EUR 159,000 excluding VAT. The next question also put by Mr. [ Berger ]. So what did you spend for SAP HANA? David, please. David O'Mahony.
David O'Mahony
executiveThank you for this question, Mr. [ Berger ]. Well, unfortunately, we cannot indicate price tags for individual partners or suppliers. SAP, of course, is providing products for the entire group, SAP HANA. Well, we are using the most recent SAP technologies in this area. In 2021, software licenses were bought. And we also spent money on infrastructure and IT staff for the entire group. And in the SAP area, we spent roughly EUR 16 million. Thank you.
Friedrich Rödler
executiveThank you. Next question put by Mr. [ Berger ]. Extraordinary AGM, what was its price tag as well as the announcement made in Wiener Zeitung, extraordinary AGM that it mirrored 2021, cost roughly EUR 93,000 excluding VAT? The next question is put by [ Gerlinde Ludwig ], 1306 voting card number. What are the specific strategic measures and steps in terms of acquiring new customers and customer loyalty, corporate and private? Well, what are the measures that will be taken against the backdrop of massive competition in the banking sector and difficult macroeconomic conditions? So what is planned for the next 3 years so that profitable long-term customer relations can be set up in the area of financing?
Ingo Bleier
executiveWell, thank you very much, Ms. [ Ludwig ]. Let me briefly talk about business at this point and what we intend to do with regards to business. Bernd Spalt, in his presentation, said that we would place an emphasis on the financial health displayed by our customers, and this refers to corporate and private customers, of course. This means that we're going to invest in consulting services. And this also includes, of course, our employees as well as technology. And I think that if we take the right steps in terms of training, promoting expertise and excellence, we'll enhance our consultancy services. And this, of course, will help our customers. As far as technology is concerned, Mr. Poletto, I'm quite sure, will comment on George. Now we have the leading banking platform in Austria -- in Eastern Europe in retail. We've now done plug-ins for companies and freelancers. And we're now busy rolling out the business platform for first test customers. So there is great personal consulting services provided by people for people. That is what our mission statement says. And then we also invest in technologies. And this, I think, will allow us to forecast things properly and to face competition. And then of course, you also wanted to learn more about financing. In financing, our goal is to make sure that the customers of our group get the products that they need and that they don't opt for too risky products. So I think that our business will continue to be quite profitable. Thank you.
Friedrich Rödler
executiveThank you very much, Ingo Bleier. Well, it's 13:22 now. I think that we have actually covered and read a lot of questions as well as answers to those questions, but few questions and answers will now be put and answered. So we will only accommodate questions put to [email protected]. Only those e-mails that will reach us before 30 and 37 will be answered. And the cutoff point and as well as the countdown to will be displayed online. All right. This now brings me to the next set of questions asked by [ Berthold Berger ], 1789 voting card number. So how many people attended last year's ordinary AGM online? How many were logged on in Austria and abroad? Now during the ordinary AGM 2021 at 11:00, 378 persons were logged on, including 352 from Austria. The next question put by Mr. [ Berger ]. During the extraordinary AGM, which took place last year, how many people were present online? At the beginning, 91 persons, they had logged in appropriately. Next question again put by Mr. [ Berger ]. Did you conclude an insurance from cyberattacks? And if so, where did you take out this insurance policy? David O'Mahony?
David O'Mahony
executiveWell, Erste Group has gone in for a captive cybersecurity reinsurance that covers several events relating to cyber threats. Now for reasons of corporate security and for contractual reasons, of course, we cannot provide any details as to our partners and services. Thank you.
Friedrich Rödler
executiveOkay. Another question put by Mr. [ Berger ]. What was the price tag for sports sponsoring at Erste Bank? And which sports did it focus on?
Bernhard Spalt
executiveErste Bank, in 2021, spent roughly EUR 2 million on sports sponsoring. This includes mainly tennis, running as well as e-sports.
Friedrich Rödler
executiveThank you. Next question again put by Mr. [ Berger ]. How much did you spend on security software? David O'Mahony, please.
David O'Mahony
executiveNow security obviously is one of our main priorities. Now we have a comprehensive security concept, and we've put this into practice across all divisions. So there's an overall system that we're using for our applications and infrastructure thanks to this comprehensive security concept. And we clearly focus on client data security. Thank you.
Friedrich Rödler
executiveThe next question again put to Mr. O'Mahony. How much did you spend on software in the 2021 financial year?
David O'Mahony
executiveWe spent EUR 131 million on external IT software. That's been our investment. And as far as the proprietary software is concerned, again, referring to 2021, we invested EUR 51 million.
Friedrich Rödler
executiveThe next question. How much did you spend on IT hardware?
David O'Mahony
executiveWell, as far as IT hardware is concerned, in the 2021 financial year, we actually invested EUR 55 million.
Friedrich Rödler
executiveNext question again put by Mr. [ Berger ]. How many branch offices did Erste Bank have in Romania in 2019, '20 and '21? A question put to Mr. Bleier.
Ingo Bleier
executiveWell, in 2019, we had 430 branches. 2020, that was the year when the pandemic hit. That number headwind has gone down to 370, and we currently have 326 offices or branches. Let me just add at this point that we have now, I think, experienced a trough. So we're a bank provided by people for people. It's important for us to have a basic number of branches where we actually have people-to-people contact. We don't want this number to go down too much.
Friedrich Rödler
executiveThank you. What about art and cultural sponsoring? What is the overall announcement on, Herr Spalt?
Bernhard Spalt
executiveWell here, we spent roughly EUR 1.4 million in 2021. Thank you.
Friedrich Rödler
executiveNext question by put by Mr. [ Berger ]. What is the book value per share in 2020, 2021? Stefan Dorfler, please.
Stefan Dörfler
executiveThe book value per share was EUR 34. In late 2021 -- and in late 2021, it was EUR 36.7.
Friedrich Rödler
executiveOkay. Next question. Now on Pages 89 to 90, employee fluctuation is explained in greater detail. What about Austria and other countries in 2020 and 2021? What about the fluctuation figures relating to staff? Thank you.
Bernhard Spalt
executiveNow fluctuation including pensions, well, here, we had an amount of 7.9% in 2020 and 9.68% in 2021. In 2020, if you look at the entire group, it was 10.2%. In 2021, it was 11.2%. Romania, by the way, in 2021 [ received ] highest fluctuation rates of 14%. Thank you.
Friedrich Rödler
executiveThank you. Next question again. How many branches were closed in Austria and how many abroad? Ingo Bleier, please.
Ingo Bleier
executiveSorry, off mic. Sorry. I'll turn on the mic. Well, why don't I keep the mic open? [ Positions well too late ]. Okay, 24 branches in part of the group. And then if you break it down, Czech Republic, 21; Slovakia, 6; BCR, 44; EBH, 3; EBC, 2; EBS, 1. So the sum -- totals 101 branches.
Friedrich Rödler
executiveAnd then how much did you spend on rents for those branches? Ingo, please.
Ingo Bleier
executiveSo group-wide, we spent roughly EUR 38 million for the branches booked under depreciation on account of IFRS 16. Well, in CEE branches, we own most of these branches and that's why we pay no rent there.
Friedrich Rödler
executiveOkay. Next question, how much did you spend on employee training? And how many people actually took part in employee training schemes? Herr Spalt?
Bernhard Spalt
executiveGroup-wide, back in 2021, we spent EUR 16.2 million on internal and external training measures. Group-wide, 45,000 people participated. Average per capita cost amounted to roughly EUR 350. This included mandatory as well as voluntary for the training measures.
Friedrich Rödler
executiveHow much did you spend to upgrade branches and modernize them? Ingo?
Ingo Bleier
executiveRoughly EUR 130 million, group-wide.
Friedrich Rödler
executiveNext question. What was the contribution made by Erste Bank back in 2020 and 2021 in terms of [ commercial bank book ] deposit insurance? And how long will payments go on? Stefan Dorfler, please.
Stefan Dörfler
executiveWell, basically, the deposit of Erste Group are safeguarded by the security system of the Sparkassen Group. And [ commercial bank market book ], while part of the deposit insurance, that was part of another deposit insurance. Now in 2020, EUR 3.5 million was spent in total in 2020. Sparkassen changed the system and exceeded to the Sparkassen Group security system. And that's why in 2021, no further payments were made to [ commercial bank market book ], and no further payments are expected to occur in this category. Thank you.
Friedrich Rödler
executiveHow many staff members are working in the back office area? How many external employees do you have? Thanks for replying to this question and the other question, and thanks also for transmitting to this comprehensive management report. Well, 50 staff members are working in the back office area, and they are coming up with proposals in terms of replying to these questions. They're not here but they are at their regular workplaces. No external employees work in the back office area. Our lawyer, however, Dr. [ Hoss ] is available for any legal consultancy services that we may need. Next question. How much did you spend on George-related marketing campaigns in 2020, '21?
Bernhard Spalt
executiveErste Bank, as far as George marketing is concerned in Austria, well, including advertising funds for Sparkassen savings banks in 2020, these amounts were EUR 1.4 million and in 2021 to EUR 2.3 million.
Friedrich Rödler
executiveNow how many George customers did Erste Bank have in 2021 in Austria and abroad? Well, finally, George is working. Congratulations. Maurizio Poletto?
Maurizio Poletto
executiveYes. Thank you for the question. So for end year 2021, George has 2.1 million user in Austria and 5.7 million in CEE. [It's repeated what he said in English.]
Friedrich Rödler
executiveNext question also to Mr. Poletto. How many customers were lost as far as George is concerned in 2021? And how many did you actually gain?
Maurizio Poletto
executive2021, we have a user growth in Austria of 10% and user growth in the CEE region of 36%. We are not tracking individual customer leaving the platform. We're just measuring the customer -- the number of customers which are active in the platform, and they're working using the platform. And therefore, we're just looking at the delta and we see positive projections on all the numbers way forward.
Friedrich Rödler
executiveThank you. [Chairman offering a translation of what has already been interpreted.] Now George public launch in Croatia, fourth quarter, while we had the launch in the fourth quarter and -- fourth quarter 2020. And in Hungary, it was Q1 of 2021. Separate data, we -- how many customers did we lose in George in 2021? Well this data, unfortunately, is not available. All right. Now I have a couple of questions coming from the shareholder, [ Herbert Rodinger ] with the voting card 1746. Are there any extra expenses paid, travel expenses, hotel expenses? If so, then I don't think it is adequate to increase their tendency. Travel costs and hotel costs are being refunded. Other than that, increasing the attendance fee is a consequence of the rate of inflation in the past 4 years. Another question -- I have been asked to briefly interrupt this session. We have another 1.5 minutes for questions that you can still send to us. I would like to briefly adjourn for maybe 10 minutes to give us some time for addressing some last many questions that we are still receiving. [Break]
Friedrich Rödler
executiveLadies and gentlemen, there will be a further 5-minute interruption in order to be able to carefully work out the answers to your questions, but I can tell you at this point that the deadline for sending questions has expired during the last break. So any questions that we would now be receiving will no longer be answered. So we'll have another short extension of this break by -- until about 1:50, so another 5 minutes. Thank you very much. [Break]
Friedrich Rödler
executiveLadies and gentlemen, dear shareholders. We'll now continue answering questions. And we'll move on to a question or a comment made by [ Herbert Rodinger ], voting card 1746. It's about increasing the fees for the Supervisory Board. The reason given is rising requirements for the Supervisory Board in many areas. There are increasing requirements, re-skilling, further education. This is really the reason for an increase of salaries. For highly qualified Supervisory Board, it is assumed that adapting their qualifications and further education is part of the job. So the past remuneration appears to be adequate to me and should not be adapted. So give us some reasons where the qualifications and responsibility were expanded. Well, it's easy to say that sustainability, ESG, digitization, verifying the sustainability report, verifying the remuneration report and policy, digitization, regulatory complexities, those are things that were not relevant in the past or not to such an extent. And the increase of the remuneration and the emolument of the Supervisory Board is just an adaptation to inflation. Now next question asked by Mr. [ Rodinger ]. Have there been any major compliance violations? Well, the compliance function is quite stable in all group companies. They report regularly to the Executive Board and the Supervisory Board and listen -- a regular exchange with the regulators, and the local compliance functions did not have to report any ad hoc violations. And any recommendations and suggestions for improvement made by the auditors and regulators have been properly addressed and implemented. Next question asked by a shareholder, [ Berthold Berger ]. Have we been hacked? David, a question for you.
David O'Mahony
executive[No microphone is being used.] So there's a constantly rising number of cyberattacks globally. And this is also reflected in our own monitoring systems. Our organizational and technical measures are however successful so that there has been no significant security event in 2021 in our system.
Friedrich Rödler
executiveThank you. Have been stress tests performed by the European Central Bank? What was the result or what can we learn from these stress tests? It's a question asked by shareholder, [ Rodinger ], and will be answered by Ms. Habeler-Drabek.
Alexandra Habeler-Drabek
executiveIt is correct, what you said. There are regular stress tests performed by the ECB. There was also a stress test in 2021. This is the biannual stress test. The European Banking Authority is checking the major banks for crisis resilience. There's a stress scenario in 2021. Put in simple terms, it was the consequences of the impact of the COVID crisis that are enduring for a certain period of time, and the results have been published. And from my point of view and I can proudly say that we did very well in the stress test, and it turned out that even in such a major stress case and disruption of the economy, we managed to digest this without falling below the minimum limit of capital requirement. And the impact was 401 basis points on the CET1 ratio, and 480 basis points was the overall average. So we are doing quite well in terms of our peers, and you can also read up on that.
Friedrich Rödler
executiveThank you. Next question from shareholder, [ Rodinger ]. Has there been any money laundering activities or black money discovered?
Alexandra Habeler-Drabek
executiveOur compliance functions are very well positioned in our group. As Mr. Rödler said, we are legally obliged, if there is any suspicion, to make a suspicious activity report. In 2021, there have been more than 2,000 indictments because of a suspicion of money laundering or terrorist finance that we reported to the local authorities. In any case of suspicion or compliance function, followed up on that and took adequate measures. So the significant number goes to show that our systems are working quite well and that our compliance functions are meeting their expectations.
Friedrich Rödler
executiveNext question asked by a shareholder, [ Rodinger ]. In terms of customer contact, are they increasing or decreasing? What changes of behavior are you seeing in our customers since 2020? I think it's a question to be addressed by Ingo Bleier.
Ingo Bleier
executiveYes. There's an increase in customer contact and touch points. We have seen during the pandemic that retail customers as well as corporate customers are increasingly communicating with us through digital channels. And I also meet with a lot of corporate customers, and they're all looking forward to having personal talks. And when it comes to taking out big loans or taking investment decisions, they prefer a personal interaction. At the same time, we are seeing a rising number of contact with our customers. They are using increasingly the George platform and also the other digital channels. Also, our corporate customers are using them increasingly. So we're almost back to the level before COVID, so not quite but there's been a strong increase. And this combination of personal contact as well as digital offering is very important. Thank you.
Friedrich Rödler
executiveThank you. Next question from shareholder, [ Rodinger ]. Has the FMA or the OePR or the financial offices, so the regulators, audited us?
Stefan Dörfler
executiveYes, the group is not only subject to the regulators' FMA but also the ECB. So it's a joint supervisory team. And on the aspect of money laundering, conduct and compliance, there were audits in 2021 by FMA. And furthermore, there were also model audits by the ECB and credit risk audits on-site by the Austrian Central Bank in the -- on behalf of the ECB. In 2021, there was no audit by the OePR, and there was an audit by the fiscal office but there were no major findings. So for the years 2013 to 2017, all the important group companies are subject to a fiscal audit, and there are no findings yet. So no provisions have been made so far. Furthermore, all the CEE companies are always audited by the local fiscal administrations. Thank you.
Friedrich Rödler
executiveNext question of Mr. [ Rodinger ] as to whether compliance is turning into an evermore important topic that requires more and more employees. Ms. Habeler-Drabek, please.
Alexandra Habeler-Drabek
executiveDear Mr. [ Rodinger ], dear shareholders, I cannot agree to this statement. Compliance is already very important at this point, and we do not assume that compliance function will become any less important in coming years. We have said it repeatedly: our compliance functions are adequately equipped with resources. We are really making sure that this is the case, and we also try to ensure that outside of compliance, we practice proactive communication and to have a good training offer in order to maintain a good compliance culture within our group. And we are aware how important compliance is also to maintain our good reputation.
Friedrich Rödler
executiveA question by Mr. [ Rohringer ] on the remuneration report. Does the report on the remuneration of Erste Group also contain the report on the consolidated subsidiaries? And he said, I'm surprised about the amount of emoluments and remunerations in these subsidiaries, and the claims of Mr. Rödler as a Supervisory Board member of Erste Group and Erste Bank Hungary appears to me to be very high. I think he could hold back a little bit, especially now that there will be higher costs due to new Board members and the new strategy. So I guess we will need a skilled workers in the area of financial services, financial science, financial law, IT, et cetera, innovation entrepreneurs. So I think maybe we should have maybe a psychologist in order to have an opposing opinion. This might be helpful. Well, I don't really see a concrete question that -- I'm not the Supervisory Board member of the Erste Bank Hungary. I'm just the chairperson of the Nominations Committee there and the Audit Committee. Next question of the shareholder Rohringer. Did we have to pay negative interest? And if so, to what amount? Stefan Dorfler?
Stefan Dörfler
executiveThank you for this question. As mentioned in our management report for 2021, Erste Group in 2021 paid EUR 171 million negative interest.
Friedrich Rödler
executiveNext question by Mr. Rohringer. What is the reason why we have an uneven number of Supervisory Board members? Should the [ remuneration ] right of the Supervisory Board chairperson become obsolete, so the right to have a casting vote? So there's no reason for an uneven number of Supervisory Board members. The [ remuneration ] right of the Chairperson of the Supervisory Board has never been exercised during my time in the Supervisory Board. And I'm not superstitious, so we don't have a problem with 13 members. Next question of the shareholder Rohringer. What about strongly-increased deposits of credit institutions or banks, where do these increases of interbank deposits come from?
Stefan Dörfler
executiveWell, on the one hand, this is due to the TLTRO of the ECB and also the very intensive activities in group markets. So successfully using these market opportunities for various treasury group markets activities in the TLTRO program was issued by the ECB to make sure that we support the loan business to SMEs. And as you can see, these monies have been used in order to grant loans, to originate loans, and all our targets have been over-exceeded.
Friedrich Rödler
executiveNext question coming from shareholder Rohringer. If customer loans are less than EUR 4,000 in some CEE countries and the handling costs very high for you, what are the run times that are required because these incomes do not allow for fast repayment?
Ingo Bleier
executiveYes. Thank you. Dear Mr. Rohringer, standardization, meanwhile has grown to a situation where consumer loans are handled almost in an automated fashion and the run times are 5 years, by the way. So customers can get loans almost automatically for mortgage loans that are still requiring personal intervention. The handling costs are higher, and they have longer durations, but also the profitability is higher. So the duration is maybe 20 to 30 years. And so you can't say it on the whole. So there's a high number of consumer loans and also overdraft facilities.
Friedrich Rödler
executiveNow the next question asked by Mr. Rohringer is why are the contributions to the deposit insurance schemes are down by [ EUR 10 million ]?
Stefan Dörfler
executiveYou're referring to the comparison between 2020 and '21. And there have been 2 reasons. On the one hand, in Croatia, the fund volume that is needed was reached and thus, in 2021, only very low deposits were made. And in 2020, in Austria, there was a special effect in the deposit protection scheme. And in the first quarter of 2022, we already reported that the contributions to the insurance scheme for depositors has -- will be going up significantly due to the higher number of deposits.
Friedrich Rödler
executiveNext question asked by Mr. Rohringer. Who will pay the taxes of the Supervisory Board members who do not pay taxes here in Austria? Well, that depends. It depends on which country this Supervisory Board member has his or her domicile and whether there's a dual taxation agreement. Some of our Supervisory Board members have provided us with their deposit of certificates of residence, of domicile, and we get the information whether we can retain it withholding tax. And if no such certificate of domicile is available, of course, we withhold the tax, and it is then subtracted from the remuneration for the Supervisory Board members. So they only get 80% of the total remuneration and the remainder is paid to the fiscal authorities. Next question asked by shareholder Rohringer. Are you going to participate in this EUR 750 billion green funds, also participate as a lender?
Stefan Dörfler
executiveAs far as we know and as far as the European Union has published is the refinancing of the European recovery fund well, it happen through bonds increasingly, substantially, and we are going to participate as an investor and thus as a lender. But we're not going to cover a significant portion of this, if you take a look at the size in the European context. But on the whole, and I'm speaking on behalf of my colleague Bleier, that this European recovery fund is a central tool of our business activities in the area of infrastructure financing and sustainable financing in the coming years. And that we are very confident about this market.
Friedrich Rödler
executiveBefore reading the next question, any last draft resolutions can now be handed over by shareholders' representatives and special proxies and instructions can be given to the special proxies via e-mail until quarter past 2, and any motions received later on or instructions received after this time can no longer be taken into account. The next comment comes from the shareholder Mr. Rohringer. Did you buy any government bonds from Austria or CEE countries? If so, why and to what amount? And have you sold these government bonds to the ECB in the framework of the purchase -- bond purchase programs?
Stefan Dörfler
executiveIn 2021, we bought bonds, government bonds worth EUR 10 billion. And most of these government bonds, most of these bonds are government bonds also in our local CEE subsidiaries. We wanted to invest the excess liquidity, and we also wanted to have -- invest in highly-liquid assets. And in the CEE countries, where the interest rates went up, we also wanted to use the more attractive interest rate level. Austrian government bonds, we only bought to a limited extent due to the low returns. We invested about EUR 400 million in 2021. That's excluding our Sparkassen savings banks that invest separately here in Austria. No significant volumes of government bonds were sold to ECB.
Friedrich Rödler
executiveThank you. I have one more question asked by Mr. Rohringer. Has there been a management letter? If so, what was its content? Yes, there was a management letter for the business year 2021. The way this is normally done is usual practice. There are 2 points in terms of its content in terms of the incorporation of climate environmental risk in the risk management of the bank and the bank answered in that respect that such activities had progressed in 2021, and in the subsequent years, there will be continued taking into account the expectations of regulators. The second new point as to management reporting. The answer of the bank in terms of that is that for 2022, we have -- we are going to launch a detailed analysis that is to find out if and to what extent reporting can be improved and how the current reporting relates to the market practice. The corresponding results will be found in any adaptations of the current reporting. There are no further questions or contributions by shareholders, so we wait until a quarter past 2 to wait for motions or instructions to the proxies and in the meantime, we show you a short video, and we come back at 2:50. Thank you. [Presentation]
Friedrich Rödler
executiveLadies and gentlemen, it's a quarter past 2. I now close the general debate, that is to say the answering of questions, and point out that as announced, no further questions will be answered. And I once again give the floor to the 4 special proxies and ask them to read out any motions that have been received so far or to confirm that no further motions have been received. I pass the floor to Mr. Nikolaus Adensamer.
Nikolaus Adensamer
attendeeThank you very much, Mr. Chairman. No further motions have been received by me.
Friedrich Rödler
executiveI pass the floor to Ms. Arlt.
Marie-Agnes Arlt
attendeeNo further instructions.
Friedrich Rödler
executiveMr. Knap?
Michael Knap
attendeeMr. Chairman, thank you very much for passing the floor to me. I have an instruction of Rupert-Heinrich Staller with the voting card 1719. He asks me to read the following before the votes. Instruction of Rupert-Heinrich Staller, voting card 1719 to Mr. Knap as a special proxy. I object to the minutes for a voting card 1719 in relation to the item -- to all items of the agenda as well as the convening of the AGM. Convening and carrying out of the 29th AGM on the 18th of May 2022 as a virtual assembly touches legal matters that might be -- have to be settled in court. In addition, I will send to my proxy a list events of Wiener Stadthalle as of 31st of March of 2022. And this document, together with my objection, should be taken up in the minutes. In conclusion, I may quote Faust by Goethe: I hear the message, but I don't believe it. So far, for the contribution of Mr. Staller. So objection against the minutes of voting card 1719 relating on all items on the agenda on all votes and also objection against the convening of the AGM. Mr. Beckermann, voting 1760, instructed me to state objection on all items on the agenda at the beginning of the votes. I will inform you about that again. And I already discussed that with notary Mr. Brix at the beginning of each vote, I will refer to the 2 objections just read out to you.
Friedrich Rödler
executiveThank you very much. Yes, we will take this up in the minutes. Mr. Notary. Sorry. Ms. Pelinka?
Michaela Pelinka
attendeeThank you very much. I have not received any instructions or any further motions.
Friedrich Rödler
executiveSo Mr. Brix will include everything that has been said in the minutes. It's now 20 minutes past 2, and no further questions can be asked. No further motions can be made. And we continue with the vote on items on the agenda 2 to 11. In this procedure, no votes and abstentions are counted and subtracted from the total number of votes represented. This results in the yes votes. This is the subtraction procedure for voting. Before special proxies used the instruction cards and voting cards they received before the opening of the AGM, by entering their respective instruction cards and voting cards in the IT administrative system, the corresponding number of shares is recorded. In the case of yes vote, instruction cards and voting cards do not need to be held up because the yes votes are determined using this instruction method. The instruction cards and voting cards will be read out loud by Notary Brix as usual for better recording. The voting process will be supervised by Notary Brix and calculated by Mr. [ Daniel Bauer ] of the counting service. Furthermore, any voting prohibitions will be automatically recorded for the respective votes and taken into account in the voting results. Vote on the second item of the agenda resolution on the appropriation of the 2021 profit. I now put to the vote the proposed resolution on the agenda item, which I've read out and which has been published on the company's website. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer and Knap. Is anyone abstaining? [Voting]
Friedrich Rödler
executivePelinka, Knap, Adensamer. I announce the result of the vote. Yes votes, 314,451,914. Nay votes, 354,699. This adds up to a 99.89% yes votes and 0.11% no votes. Number of shares valid votes were given for respectively valid votes, 314,806,613. Percentage of the total share capital represented 73.24%. I note that this motion was passed with the required majority. Yes?
Michael Knap
attendeeMay I ask for the floor, as I agreed?
Friedrich Rödler
executiveOkay.
Michael Knap
attendeeObjection. Objection, voting card 1719 relating to the items -- all items on the agenda and 1760, Beckermann. This applies to all items on the agenda.
Friedrich Rödler
executiveWe continue with the vote on the third item on the agenda, resolution on granting discharge to the members of the Management Board for the financial year 2021. I now put to the vote the proposed resolution on this agenda item, which I've read out earlier and which was published on the company's website. Granting discharge to Mr. Spalt will be voted separately. I refer to Article 120, Stock Corporation Act. According to this clause, those shareholders who were members of the Management Board in the financial year 2021 may not exercise their voting rights when voting on the discharge of the Management Board. So let us start with the vote on granting discharge to Mr. Spalt, who is against the motion. [Voting]
Friedrich Rödler
executivePelinka, Adensamer, Knap. Any abstentions? [Voting]
Friedrich Rödler
executiveKnap and Adensamer. Okay. I announce the voting results. Yes votes, 313,878,681, 99.81%. Nay votes, 607,217, 0.19%. Number of shares valid votes were given for respectively valid votes, 314,485,898. Percentage of the total share capital, 73.17%. I state that this motion was adopted by the required majority and that the Annual General Meeting has resolved to granting discharge to Mr. Spalt. Now let's continue with the vote on granting discharge of Mr. Dorfler, Stefan; [ Bleier ]; Alexandra Habeler-Drabek; and David O'Mahony; Mr. Schaufler and Maurizio Poletto. As far as Mr. Schaufler is concerned, this refers to the period of his time until the 31st of October 2021. Against? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. Abstentions? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Let me announce the results. Yes votes, 313,878,681, which corresponds to 99.81%. Nay votes, 607,217, 0.19% of the capital. Number of shares valid votes were given for respectively valid votes, 314,485,898. Percentage of the total share capital, 73.17%. I state that this motion was adopted with the necessary majority, and the Annual General Meeting has therefore resolved in accordance with the motion to grant discharge to the aforementioned members of the Management Board for the financial year 2021. Let's continue with the vote on the fourth item on the agenda. Resolution on granting discharge to the members of the Supervisory Board for the financial year 2021. I now put to the vote the proposed resolution on this agenda item, which I've read out earlier and published and was published on the company's website. I refer to Article 125, the Stock Corporation Act. We have a separate vote for me and the other members of the Supervisory Board. According to Article 125 Stock Corporation Act, shareholders who were members of the Supervisory Board in the financial year 2021 may not exercise their voting rights on the granting discharge to the members of the Supervisory Board. We start with the motion to grant discharge to me. Against? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. Any abstention? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. Yes votes, 313,347,368, 99.81%. Against votes, 607,282, which corresponds to 0.19%. Number of shares for which valid votes were given and total number of valid votes, 313,954,650. Percentage of the total share capital, 73.05%. So the motion was passed with the required majority, and the Annual General Meeting has therefore resolved to grant discharge to me for the fiscal year 2021. Thank you very much. I would now like to ask you to grant discharge to all our other members of the Supervisory Board. For Mr. Schuster, for all members starting in 19th of May 2021. Michèle Florence Sutter-Rüdisser, [indiscernible], Regina Haberhauer, Andreas Lachs, Barbara Pichler, Mr. Pinter and Ms. Zeisel. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka and Knap. Abstentions? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. Let me announce the result of the vote. Yes votes, 313,347,368, which corresponds to 99.81%. Nay votes, 607,282, 0.19%. Number of shares for which valid votes were given and total number of valid votes, 313,954,650. Percentage of the total share capital, 73.05%. I declare that this motion was adopted by the required majority, and that the Annual General Meeting has therefore resolved to grant discharge to the members of the Supervisory Board. Jan Homan, Maximilian Hardegg, Matthias Bulach, Henrietta Egerth-Stadlhuber [indiscernible] Marion Khüny, Elisabeth Krainer Senger-Weiss, Mr. Santner, Mr. Schuster, [indiscernible], Michèle Florence Sutter-Rüdisser and others. So we granted discharge to the members of the Supervisory Board for the fiscal year 2021. Let's continue with the vote on the fifth item on the agenda, appointment of an additional auditor to audit the annual financial statements and the management report as well as the consolidated financial statements and the group management report for the financial year 2023. I now put to the vote the proposed resolution, which I read out earlier, and which was published on the company's website. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. Abstentions? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. Let me announce the results. Yes votes, 313,849,524, which corresponds to 99.71%. Against votes, 908,979, 0.29%. Number of shares for which valid votes were given number of valid votes in total, 314,758,503. Percentage of the total share capital, 73.23%. I declare that the motion was adopted by the required majority and that the Annual General Meeting has therefore elected PwC Wirtschaftsprüfung GmbH as additional auditor for the audit of the financial statements, the management report as well as the consolidated financial statements and the group management report for the fiscal year 2023 in accordance with the motion. Let's continue with the sixth item on the agenda. Resolution on the remuneration report for the emoluments payable to the members of the Management Board and the Supervisory Board for the financial year 2021. I now put the vote the proposed resolution on this agenda, which was read out by me and which was published on the company's website. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. And abstentions? [Voting]
Friedrich Rödler
executiveAdensamer, Arlt, Knap. Let me announce the result of the vote. Yes votes, 285,647,620, which corresponds to 91.3%. Nay votes 27,174,322, which corresponds to 8.69%. Number of shares for which valid votes were given the total number of valid votes, 312,821,942. Percentage of the total share capital, 72.78%. I declare that this motion was adopted by the required majority. And that the Annual General Meeting has therefore adopted the compensation report for the remuneration of the members of the Management Board and Supervisory Board for the fiscal year 2021. Let's continue with the seventh item on the agenda resolution on the remuneration of Supervisory Board members. I now put to the vote the proposed resolution on this agenda item, which I've read out earlier and which was published on the company's website. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. Abstentions? [Voting]
Friedrich Rödler
executiveAdensamer, Arlt, Knap. Let me announce the results of the vote. Yes votes 314,086,197, 99.78%. Nay votes, 702,447, 0.22%. Number of shares for which valid votes were given on a total number of valid votes, 314,788,644. Percentage of share capital, 73.24%. I declare that this proposal has been adopted by the required majority and that the Annual Stockholders' Meeting has therefore resolved to determine the compensation of the members of the Supervisory Board. Let's continue with the vote on the eighth item on the agenda, resolution on authorizing the management board to issue convertible bonds with the option of excluding subscription rights and the corresponding amendment to Section 8.3 of the Articles of Association. I now put to the vote the proposed resolution on this agenda, which I've read out earlier and which has been published on the company's website. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Is anyone abstaining? [Voting]
Friedrich Rödler
executivePelinka, Arlt, Knap, Adensamer. Let me announce the results. Yes votes, 303,940,470 corresponds to 97.14%. Nay votes 8,959,367, 2.86%. Number of shares for which valid votes were cast number of shares for which votes were given, 312,899,837. Percentage of the total share capital, 72.80%. I state that this motion was adopted by the required majority and that the AGM authorized the Management Board to issue convertible bonds with the option to exclude subscription rights and to amend the Articles of Association accordingly in Item 8.3. Let's now turn to the vote on the ninth item of the agenda as amended by the resolution proposal of the Management Board and Supervisory Board published on May 9, 2022. Resolution on the cancellation of the existing authorized capital and the creation of new authorized capital against contributions in cash and/or in kind with the possibility of excluding subscription rights and the corresponding amendment to the Articles of Association Item 5. I now put to the vote the proposed resolution on this agenda item, which I read out at the beginning and which was published on the company's website on May 9, 2022, and ask you, who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Any abstentions? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Arlt, Knap. And here's the voting result. Votes in favor, 278,965,581, or 88.61%. Votes against, 35,850,071 or 11.39%. Number of shares for which valid votes have been cast or the percentage of the total share capital, 314,815,652, and the total share capital, as I said, 73.25%. And I state that we have the required majority. And that's -- I note that this motion was adopted the required majority and that the AGM has therefore resolved in accordance with the motion to cancel the existing authorized capital and to create new authorized capital against contributions in cash and in kind with the possibility of excluding subscription rights and to amend the Articles of Association accordingly in Item 5. Vote on the tenth item of the agenda, resolution on amendments in the Articles of Association items 2.1, 2.2, 2.5, 4.3, 12.1, 19.4, 20, 21 and 23.4. And I put the proposed resolution on this agenda item, which I have read out and which has been published on the company's website to the vote as a motion. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Abstentions? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Arlt, Knap. And here's the voting results on Item 10. Votes in favor, 229,123,780 or 73.58%. Votes against, 82,268,280 or 26.42%. Number of shares for which valid votes have been cast for the total number of valid votes, 311,392,060. Percentage of the total share capital, 72.45%. I note that this motion was adopted by the required majority and that the AGM therefore adopted the amendments to the Articles of Association items 2.1, 2.2, 2.5, 4.3, 12.1, 19.4, 20, 21 and 23.4 in accordance with the motion. And we now move on to the vote on Item 11 of the agenda. Election to the Supervisory Board in accordance with Article 87 Paragraph 1 of the Stock Corporation Act. A vote on this agenda item is to be held before the elections to the Supervisory Board in increasing the members of the Supervisory Board. I therefore put to the vote first the motion to increase the number of members of the Supervisory Board from 12 to 13 as read out by me and as published on the company's website. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. Any abstentions? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Arlt, Knap. And here is the result. Votes in favor, 309,765,498 or 98.43%. Votes against, 4,949,192 or 1.58%. Number of shares for which valid votes have been cast for the total number of valid votes, 314,714,690. Percentage of the total share capital, 73.22%. I declare that this motion was adopted by the required majority and that the AGM has therefore resolved to increase the number of members of the Supervisory Board from 12 to 13 in accordance with the motion. I now come to the elections and put to the vote for each candidate. The motion, I have read out and published on the company's website. I will first put to vote the motion on the reelection of Christine Catasta as of July 1, 2022. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Arlt, Knap. Who abstains? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Arlt, Knap. Here's the voting result. Votes in favor, 307,228,035 or 97.73%. Votes against, 7,139,309 or 2.27%. Number of shares for which valid votes cast for the total number of valid votes, 314,367,344. Percentage of the total share capital, 73.14%. I declare this motion was adopted with the required majority and that the AGM has therefore elected Christine Catasta to the Supervisory Board with effect from July 1, 2022. I now put the motion on the reelection of Henrietta Egerth-Stadlhuber to the vote. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Who wishes to abstain? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Arlt, Knap. And here's the voting result. Votes in favor, 313,376,838 or 99.69%. Votes against 983,702 or 0.31%. Number of shares for which valid votes have been cast for the total number of valid votes, 314,360,540. Percentage of the total share capital represented by this was 73.14%. I declare that this motion was adopted with the required majority and that the AGM has therefore reelected Henrietta Egerth-Stadlhuber to the Supervisory Board in accordance with the motion. I now put the motion on the reelection of Hikmet Ersek to the vote. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Anyone who wishes to abstain? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Arlt, Knap. Here's the voting result. Votes in favor, 314,005,868, 99.89%. Votes against, 360,206 or 0.11%. Number of shares for which valid votes have been cast for a total number of valid votes, 314,366,074. Percentage of the total share capital, 73.14%. I declare that this motion was adopted by the required majority and that the AGM has therefore elected Hikmet Ersek to the Supervisory Board in accordance with the motion. And I put the motion on the reelection of Alois Flatz to the vote. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Anyone who wishes to abstain? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Arlt, Knap. I herewith announce the result. Votes in favor, 314,413,273 or 99.9%. Votes against, 306,850 or 0.1%. Number of shares for which valid votes have been cast for total number of valid votes, 314,720,123. Percentage of the total share of capital, 73.22%. I declare that this motion was adopted with the required majority and that the AGM has therefore elected Alois Flatz to the Supervisory Board in accordance with the motion. I now put the motion on the reelection of Mariana Kühnel to the vote. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Anyone who wishes to abstain? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. I announce the result of the vote. Votes in favor, 313,987,569 or 99.76%. Votes against, 732,622 or 0.23%. Number of shares for which valid votes have been cast for total number of valid votes, 314,720,191. Percentage of the total share capital, 73.22%. So I declare this motion has been adopted with the required majority, and Mariana Kühnel has thus been elected to the Supervisory Board in accordance with this proposal. I now put the motion on the reelection of Marion Khüny to the vote. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Any abstentions? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. I now announce the result of the vote. Votes in favor, 307,948,416 or 97.96%. Votes against, 6,413,497 or 2.04%. Number of shares for which valid votes have been cast for total number of valid votes, 314,361,913. Percentage of the total share capital, 73.14%. I declare that this motion was adopted with the required majority and that the AGM has therefore reelected Marion Khüny to the Supervisory Board in accordance with the motion. I now put the motion on the reelection of myself, Friedrich Rödler, to the board. Who is against this motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Anyone wishes to abstain? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. I announce the result of the vote. Votes in favor, 239,689,928 or 76.99%. Votes against 71,621,985, 23%. Number of shares for which valid votes have been cast for total number of valid votes cast, 311,311,913. Percentage of total share capital, 72.43%. I declare that this motion was adopted with the required majority, that the AGM has thus reelected me to the Supervisory Board. I wish thank you for this. This, of course, in accordance with the motion. I would now like to put the motion on the reelection of Michèle Florence Sutter-Rüdisser to the vote. Who is against the motion? [Voting]
Friedrich Rödler
executiveAdensamer, Knap. Anyone who wishes to abstain? [Voting]
Friedrich Rödler
executiveAdensamer, Pelinka, Knap. I announce the result of the vote. Votes in favor, 290,004,507 or 92.25%. Votes against, 24,357,406 or 7.75%. Number of shares for which valid votes have been cast for a total number of valid votes cast, 314,361,913. Percentage of the total share capital, 73.14%. And I would like to state that this was adopted by the required majority and that the AGM has therefore reelected Michèle Florence Sutter-Rüdisser to the Supervisory Board in accordance with the motion. Finally, I would like to point out -- yes?
Michael Knap
attendeeLet me add once again -- now let me point out again that I raise an objection on all the resolutions and individual agenda items for shareholders 1719, Rupert-Heinrich Staller, and 1716, Florian Beckermann. As far as Mr. Staller goes, let me add once again that he raises an objection on the entire agenda, meaning all the resolutions passed and the convocation or the convening of this AGM.
Friedrich Rödler
executiveYes, we're going to record this in the minutes, of course.
Michael Knap
attendeeJust to be on the safe side, I wanted to point this out.
Friedrich Rödler
executiveYes. I think we've recorded this several times in our minutes, actually. Finally, I would like to point out that all candidates had already declared before the election that they would accept the mandate if elected. So we've dealt with this year's agenda. The voting results will be published on the company website. I would like to thank you, ladies and gentlemen, dear shareholders, for having followed today's virtual AGM by the Internet. I now close the 29th AGM. I bid you farewell. I would like to thank the Management Board, including the CEO, who I'm quite sure has attended the last AGM up here, and I also wish to thank the staff members for the very efficient conduct. Thanks for the great job you have done in this financial year, and I wish you all the best. Thank you.
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