Group consolidated
financial statements 2025
This document is classified as: INTERNAL
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Table of contents
Group Management Report 3
Macroeconomic environment 3
Key Highlights 2025 4
Business performance and economic situation 7
Research & Development 20
Outlook & Guidance, dividend policy and risk factors 21
Corporate Governance 24
Capital-, share-, voting and control rights 25
Internal Control System for accounting procedures 28
Other disclosures in the notes 28
Sustainability Statement 29
General Information 31
Environmental Information 65
Social Information 85
Governance Information 116
- Consolidated income statement 124
- Consolidated statement of comprehensive income 125
- Consolidated statement of financial position 126
- Consolidated statement of changes in equity 127
- Consolidated statement of cash flows 128
- Notes to the consolidated financial statements 129
General information 129
Material accounting and measurement policies 129
Notes to the consolidated income statement 153
Notes to the consolidated statement of financial position 164
Segment Reporting 182
Risk Report 191
Supplementary information required by IFRS 225
Supplementary information required by Austrian Law 244
Statement of all Legal Representatives 251
Auditor's Report 252 Independent assurance report on the non-financial reporting pursuant to Section 267a UGB 258Disclaimer:
Certain statements contained in this report may be statements of future expectations and other forward-looking statements that are based on manage-ment's current view and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements.
Actual results may differ materially from the results predicted and information on past performances do not permit reliable conclusions to be drawn as to the future performances. Forward-looking statements based on the management's current view and assumptions might involve risks and uncertainties that could cause a material deviation from the statement contained herein. Neither Addiko Bank AG nor any of its affiliates or representatives shall be liable for whatever reason for any kind of damage, loss, cost or expenses of any kind arising directly and/or indirectly out of or on connection from any use of this report or its contents or otherwise arising in connection with this document. This report does not constitute a recommendation or an invitation or offer to invest or any investment or other advice or any solicitation to participate in any business and no one shall rely on these materials regarding any contractual or other commitment, investment, etc.
The tables in this report may contain rounding differences. Any data is presented on the Addiko Group level (referred to as Addiko Bank or the Group throughout the document) unless stated otherwise.
The English version of the report is a translation. Only the German is the authentic language version.
Group Management ReportAddiko Group is a specialist banking group focusing on providing banking products and services to Consumer and Small and Medium-sized Enterprises (SME) in Central and South-Eastern Europe (CSEE). The Group consists of Addiko Bank AG, the fully-licensed Austrian parent bank registered in Vienna, Austria, listed on the Vienna Stock Exchange and supervised by the Austrian Financial Market Authority and the European Central Bank, as well as six subsidiary banks, registered, licensed and operating in five CSEE countries: Croatia, Slovenia, Bosnia & Herzegovina (where it operates via two banks), Serbia and Montenegro. Through its six subsidiary banks, Addiko Group services as of 31 December 2025 approximately 0.9 million customers in CSEE using a well-dispersed network of 154 branches and modern digital banking channels.
Based on its strategy, Addiko Group has repositioned itself as a specialist Consumer and SME banking group with a focus on growing its Consumer and SME lending activities as well as payment services (its 'focus areas'). It offers unsecured personal loan products for Consumers and working capital loans for its SME customers and is largely funded by retail deposits.
Addiko Bank AG is rated by Fitch Ratings. The long-term issuer default rating (IDR) was assessed as "BB", the viability rating (VR) as "bb"; the outlook for the long-term IDR is stable. The rating was last affirmed on 11 November 2025.
Addiko Bank AG posts in its financial statements according to UGB/BWG as of 31 December 2025 net accumulated profits available for distribution in the amount of EUR 0.0 million (YE24: EUR 0.0 million). In line with supervisory expectations and regulatory requirements, the dividend distribution for the 2025 financial year remains suspended, taking into account regulatory considerations related to the current ownership structure.
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Macroeconomic environment
The year 2025 continued to be shaped by the ongoing consequences of the Russian war of aggression against Ukraine, now in its fourth year, by rising geopolitical tensions and military conflicts across several continents, and - originating from the United States - by open trade and tariff disputes. These developments led to an increased level of instability and uncertainty in Europe.
Global zones of armed conflict and rising geopolitical tensions led to renewed price and supply volatility across energy, goods and commodity markets, exposing the persistent strategic vulnerability of Europe's energy and goods
supply. In addition, significant volatility in international tariff and trade policies - triggered by repeatedly expanded or modified U.S. tariff packages that also directly affected the EU - further increased uncertainty, weighed on the Eurozone's growth potential, and delayed investment decisions.
Against this backdrop, the year 2025 constituted an environment in which not only the economic burdens stemming from subdued consumer spending, inflation and weak external demand prevailed, but in which geopoliti-cally induced uncertainties, trade-policy volatility and security risks also significantly contributed to the overall complexity of the situation.
Between January and December 2025, the Euro Area recorded an overall low inflation rate. The annual rate declined to 1.9% by year-end, placing it almost within the ECB's target range, while the EU-wide rate stood at 2.3%. However, this favourable overall development masked a continued wide dispersion of national inflation rates. Countries with very low inflation in December included France (0.7%) and Italy (1.2%). In contrast, several Central and Southeastern European countries exhibited significantly higher rates: Romania recorded the highest inflation in the EU at 8.6%, while Austria and Croatia, each at 3.8%, also remained in the upper range of the Euro Area. Slovenia, by comparison, posted a harmonised inflation rate of 2.6%, placing it noticeably closer to the Euro Area average and therefore within a more moderate segment.
After the European Central Bank (ECB) implemented a total of ten interest rate hikes between July 2022 and September 2023, raising the rate for the marginal lending facility for central bank credit to 4.75%, it initiated a phase of interest rate cuts in June 2024. In 2025, the ECB continued this easing cycle and lowered the key interest rates a total of four times, most recently in June 2025. With effect from 11 June 2025, the key interest rates are now as follows:
for deposit facility: 2.00% (YE24: 3.00%)
for main refinancing operations: 2.15% (YE24: 3.15%)
for marginal lending facility: 2.40% (YE24: 3.40%)
While declining inflation and a weaker US dollar would generally argue in favour of interest rate cuts, potential second-round effects and rising commodity prices - despite subdued economic activity - continue to point to inflation risks. Against this backdrop, the ECB may adopt a wait-and-see stance over the course of 2026 and leave the policy rate unchanged - as it already did at its monetary policy meeting on 5 February 2026, where it once again
decided not to adjust the key interest rates. Only once greater clarity regarding the economic outlook and price developments emerges is a monetary policy adjustment likely to be considered.
In contrast to the Euro Area's low GDP growth of 1.5% in 2025, the CSEE markets recorded noticeably stronger momentum. In its autumn forecast, the Vienna Institute for International Economic Studies (wiiw) highlights that the region continues to grow faster than the Eurozone, supported by private consumption, investments and EU funds. At the same time, the wiiw points to several headwinds, including weak external demand, geopolitical risks and structural adjustments in industry. At the same time, the CSEE region continues to lag behind the Eurozone, with its still relatively high unemployment rate of 6.2%, which highlights the structural differences in the labour market.
For Slovenia, export dynamics remained subdued in 2025, partly due to weak foreign demand from several core EU countries, and the wiiw expects GDP growth of only 0.5%. A key challenge for the industrial sector remains cost competitiveness, while domestic consumption and investment provided positive contributions. The unemployment rate is expected at 3.7% (2024: 3.7%).
Croatia's economy again benefited in 2025 from a strong tourism season as well as EU funds flowing into infrastructure projects. For the full year, GDP growth is projected at 3.0%. Compared with 2024, the unemployment rate is expected to decline slightly from 5.0% to 4.9% by year-end 2025.
Bosnia and Herzegovina benefited in 2025 from growth in tourism and investment, while industrial production remained heterogeneous. Inflation is expected to reach 3.3%, above the very low 2024 level of 1.7%. The increase in the minimum wage is expected to provide stimulus for consumption and employment in 2025, resulting in overall GDP growth of 2.3%, while the unemployment rate is projected to remain high at 13.1% (2024: 12.6%).
In Serbia, economic momentum visibly slowed in 2025, driven in particular by lower foreign investment, slightly rising unemployment, and a moderate uptick in inflation to 4.0%. GDP growth is expected at 2.0%, with key growth drivers - private consumption, a stabilising industrial sector and exports - contributing less strongly than previously anticipated. Unemployment is expected to decline only marginally in 2025, from 8.6% (2024) to 8.5%. Risks to Serbia's economy arise mainly from external trade situations and monetary policy.
For Montenegro, 2025 was an important year in view of the country's intended accession to the European Union.
The European Commission assessed Montenegro's progress in the EU accession process as sufficiently advanced that an accession in 2028 appears broadly achievable. Economically, 2025 was also a positive year, with growth continuing to be supported by private consumption and tourism. GDP growth is projected at 3.4%, the unemployment rate at 9.5% (2024: 11.5%), and inflation at 4.0% (2024: 3.6%). (Source: Eurostat, wiiw)
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Key Highlights 2025
In 2025, Addiko Group delivered a solid performance in a materially lower interest-rate environment. The Group reported result after tax of EUR 44.0 million (2024: EUR 45.4 million), supported by stable net banking income, disciplined cost management and a benign risk cost environment. Earnings per share amounted to EUR 2.28 (2024: EUR 2.35).
Net banking income was broadly stable year-on-year, with net fee and commission income increasing and partially offsetting the decline in net interest income as market rates normalised. The focus segments continued to account for over 91.7% of the loan book, with Consumer lending showing stronger momentum than SME lending, where demand and pricing pressure remained challenging in several markets.
Asset quality remained resilient. The Group maintained a conservative underwriting approach and continued to monitor portfolio performance closely across markets, with non-performing exposure metrics and coverage at levels consistent with a prudent risk profile. Liquidity and capital remained strong, with regulatory ratios comfortably above requirements.
Consumer Segment2025 marked a significant digital milestone in the Consumer segment. End-to-end digital lending is now fully implemented in Croatia, Slovenia, Serbia and our new market Romania, enabling new customers to apply for loans entirely online - without opening a current account and with zero human intervention. We also advanced branch digitalisation, including paperless, signature-pad-based salary verifications and the provision of public services in Serbian branches for issuing electronic signatures. Our point-of-sale (POS) lending proposition was further strengthened; by expanding our partner network we are reaching more customers and scaling efficiently.
The interest-rate backdrop - shaped by Euribor developments - remained significantly lower, creating heightened pricing pressure across markets. In Serbia, new regulatory restrictions required a price reduction, adding to margin
headwinds. In Croatia, the Croatian National Bank introduced preventive macroprudential measures effective 1 July 2025, including a 40% debt-to-income cap for non-housing loans, which contributed to a significant year over year decline in our Consumer new business in that market. Despite these headwinds, we delivered strong results for 2025, achieving 20% year-over-year growth in new Consumer business with a premium yield of 7.2% (2024: 7.4%). Overall, we closed 2025 with a resilient Consumer performance, delivering double-digit growth at premium pricing - underpinned by robust demand across our core markets, fully digital end-to-end lending, and sustained performance of our POS channel.
SME SegmentNew business origination grew 11% year over year, with a solid yield of 5.2% (2024: 5.8%). However, during 2025 competitors continued sharply lowering prices to stimulate demand which prompted many existing clients to repay loans early, particularly those with higher fixed rates originated within last years. As a result, the SME loan book growth lagged the new business growth and reached 4% year over year.
To reignite growth, Addiko has taken several strategic steps. In Serbia, a comprehensive turnaround plan led by a newly appointed CEO and SME leadership team delivered 44% year over year growth in new business. Pricing strategy adjustments were executed to retain quality clients through better pricing, loan prolongations, and superior service delivery. The product portfolio has been expanded to secured investment loans with slightly higher ticket sizes, targeting both existing and new customers. This has resulted in an 81% year over year increase in investment loan volumes. Finally, Addiko launched a new digital SME tool to process high ticket loans with a greater speed and simplicity, providing a clear competitive advantage and strong foundation for growth in upcoming years.
Market launch in RomaniaThe market entry via the Slovenian banking entity through passporting represented an important strategic step in 2025 to position the Group's digital consumer-lending model in a high-growth market.
The start of the lending business was accompanied by a marketing campaign dominated by TV as a key channel. Positive market response allowed to increase net disbursements of loans, although the volume of loans originated in Romania remained relatively low during 2025 compared to existing markets. An offering for savers will be introduced to the market at a later stage.
Business volumes are expected to increase in 2026 and 2027, yet will deliberately remain at modest levels in order to uphold a prudent risk approach.
Regulatory market interventionsIn several core markets, regulatory measures were introduced or announced in 2025 that directly affect pricing and, consequently, the interest and fee income of our subsidiary banks. These measures have made adjustments to the Group's medium-term planning necessary.
In Croatia, the macroprudential measures introduced by the central bank in 2025 - including a 40% debt-to-income limit for non-housing loans - reduced the addressable market for consumer lending. In addition, new legislation will require banks, as of January 2026, to offer certain basic banking services free of charge, further weighing on profitability. In Serbia, the interest rate caps and fee restrictions introduced in 2025 predominantly affect those consumer customers of Addiko Group whose income lies just below the national average. The Republika Srpska has implemented restrictions on the collection of certain standard banking fees since June 2025, while Montenegro introduced both a debt cap and an interest rate cap.
New programme for further transformation ("Speciali-zation Program")Despite regulatory-driven market constraints, the Group continues to operate a robust business model. To ensure sustainable profitability, preparations for a Group-wide Specialization Program were launched in 2025. The programme will be built on three pillars:
Business Expansion: Broaden the product portfolio and develop the ecosystem; leverage new market opportunities.
Engine & Platform (AI): Enhance decision models and analytics; strengthen risk and service excellence.
Capabilities & People: Improve efficiency and capacity; develop skills, training, and talent.
The programme focuses on scalable, structural levers that enhance revenue generation and cost efficiency without compromising the Group's risk profile. The scope of the programme will comprise the whole Group. The start will take place in the first quarter and the duration of the program is defined for three years, until the end of the year 2028.
Delisting from Xetra trading in FrankfurtFollowing the listing of Addiko Bank AG shares on the Frankfurt Xetra platform in April 2024 - intended to increase trading liquidity and broaden the investor base - it
was decided to terminate the Xetra listing with effect from 1 January 2026, as already communicated in the 3Q25 reporting.
This decision was driven by a significant change in the shareholder structure as well as a marked decline in trading liquidity, reflected in persistently low trading volumes, including numerous days without any turnover on Xetra. The delisting reflects a strategic reassessment of Addiko's capital market presence in light of the current shareholder composition and the limited benefits relative to the associated costs.
Uncertainties Regarding the Shareholder StructureIn 2024, the ECB imposed sanctions on a major shareholder of Addiko Bank AG after the shareholder exceeded the 10% ownership threshold without undergoing the required approval process for acquiring a qualifying holding. With reference to these events, the supervisory authority of the Croatian subsidiary temporarily suspended a capital repatriation of EUR 100 million that had already been in preparation.
Despite the lifting of voting-rights restrictions for a shareholder group in early February 2025, the banking supervisory authorities continue to identify uncertainties regarding the shareholder structure of Addiko Bank AG and have made further processing of the capital repatriation contingent upon the clarification of ownership relations. The
Bank remains in close dialogue with the relevant supervisory authorities.
Cancellation of the 2025 dividendIn line with supervisory expectations and regulatory requirements, the dividend distribution for the 2025 financial year remains suspended, taking into account regulatory considerations related to the current shareholder structure.
In the interest of the Bank, the Management Board maintains its position of not resuming dividend payments as long as the ownership structure of Addiko Bank AG has not been conclusively clarified and the related concerns raised by the supervisory authorities have not been resolved.
Share Price DevelopmentWhile the share price of Addiko Bank AG moved sideways during the first half of 2025, it increased significantly in the second half of the year. At year-end 2025, the share closed at EUR 22.50, exceeding the year-end 2024 level of EUR 19.70.
At the beginning of 2026, a notable further increase in the share price was recorded; since then, the stock has been trading within a range of EUR 24.00 to EUR 26.50, while trading volumes have remained very low.
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Business performance and economic situation
-
Overview of financial performance
- Result after tax amounted to EUR 44.0 million (2024: EUR 45.4 million) with EPS of EUR 2.28 (2024: EUR 2.35) and RoATE of 5.2% (2024: 5.7%).
- Net banking income rose slightly to EUR 316.9 million (+0.3% YoY), as net fee and commission income increased to EUR 78.5 million (+7.6% YoY; 2024: EUR 73.0 million) offset lower net interest income of EUR 238.4 million (-1.8% YoY: 2024: EUR 242.9 million) in a normalising rate environment. NIM stood at 3.72% (2024: 3.87%).
- Operating result before impairments and provisions came in at EUR 109.8 million (2024: EUR 112.3 million). General administrative expenses increased to EUR 195.4 million (2024: EUR 192.4 million), reflecting wage indexation and inflation; CIR was 61.7% (2024: 60.9%).
- Expected credit loss (ECL) expenses totaled EUR 35.2 million (2024: EUR 36.0 million), corresponding to a cost-of-risk of 96 bps on net loans (2024: 103 bps). Asset quality remained resilient: NPE ratio (on-balance loans) improved to 2.5% (2024: 2.9%), NPE volume declined to €125.5 million (2024: EUR 144.7 million) and NPE coverage ratio increased to 81.7% (2024: 80.0%).
The focus book continued to expand: Consumer & SME accounted for 91.7% of gross performing loans (YE24: 89.5%); Consumer GPL rose 9.6%, SME GPL 3.6%. Total customer gross performing loans were €3.67bn (YE24: €3.51bn).
- Capital & equity: Equity increased to €898.5 million (YE24: €839.5 million). The CET1/Total Capital ratio was 22.4% under CRR3 (YE24: 22.0%, CRR2), comfortably above requirements.
The Group reported result after tax of EUR 44.0 million for 2025 (2024: EUR 45.4 million). This reflects broadly stable net banking income in a lower-rate environment, slightly higher administrative expenses versus the prior year, and a continued benign risk cost environment.
The share of the two focus segments Consumer and SME in the gross performing loan book increased to 91.7% (YE24: 89.5%). The total customer gross performing loan book continued to grow, reaching EUR 3.67 billion (YE24: EUR 3.51 billion). Within this, the focus book rose 3.5% YoY, with Consumer GPL up 9.6% and SME GPL up 3.6%.
Net banking income increased slightly to EUR 316.9 million in 2025 (2024: EUR 315.8 million), despite a significantly lower rate environment. Net interest income declined 1.8% YoY to EUR 238.4 million, mainly due to the repricing of the variable-rate back book (14% of the portfolio) and lower income from national bank deposits; as a result, NIM decreased from 3.87% in 2024 to 3.72% in 2025. This decline was offset by a 7.6% YoY increase in net fee and commission income to EUR 78.5 million, driven by bancassurance and stronger engagement in accounts & packages and card transactions. Other operating result was EUR -13.5 million, down EUR 1.2 million YoY, as the prior-year figure had benefited from gains on real estate sales in Bosnia & Herzegovina. General administrative expenses stood at EUR 195.4 million (2024: EUR 192.4 million); excluding EUR 3.0 million of prior-year takeover-related advisory costs, this represents a 3.2% YoY increase, mainly from wage adjustments implemented in 2024 and general indexation. The Cost/in-come ratio was at 61.7% (2024: 60.9%). Other result was EUR -14.6 million (2024: EUR -15.8 million), and included additional provisions for pending legal disputes related to contractual clauses in legacy Swiss-franc-denominated loans and to cases concerning loan-processing and early-repayment fees. Expected credit loss expenses were EUR 35.2 million, corresponding to a cost-of-risk of 96 basis points (on net loans), down from EUR 36.0 million or 103 basis points in the prior-year period. The NPE ratio (on balance loans) improved to 2.5% (YE24: 2.9%), with non-performing exposure (NPE) at EUR 125.5 million (YE24: EUR 144.7 million) and NPE coverage increasing to 81.7% (YE24: 80.0%).Total equity increased to EUR 898.5 million (YE24: EUR 839.5 million). After regulatory deductions, the CET1 ratio stood at 22.4% under CRR3 (YE24: 22.0%, CRR2), mainly reflecting changed risk-weighting requirements under CRR3.
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Analysis of the result
EUR m
Net banking income increased by EUR 1.1 million (+0.35) to EUR 316.9 million (2024: EUR 315.8 million), as stronger net fee and commission income offset lower net interest income in a materially lower-rate environment. Net interest income declined 1.8% YoY to EUR 238.4 million (2024: EUR 242.9 million), primarily due to the repricing of the variable-rate back book (14% of the portfolio) and lower income from central bank deposits following the ECB's four 25 bps cuts (100 bps in total) since January 2025. This was partly offset by resilient consumer yields and EUR 10.2 million lower interest expenses YoY. The net interest margin (NIM) declined to 3.72% (2024: 3.87%;2025
2024
(abs)
(%)
Net banking income
316.9
315.8
1.0
0.3%
Net interest income
238.4
242.9
-4.5
-1.8%
Net fee and commission income
78.5
73.0
5.5
7.6%
Net result on financial instruments
1.8
1.2
0.7
55.4%
Other operating result
-13.5
-12.3
-1.2
9.6%
Operating income
305.2
304.7
0.5
0.2%
General administrative expenses
-195.4
-192.4
-3.0
1.6%
Operating result before impairments and provisions
109.8
112.3
-2.5
-2.3%
Other result
-14.6
-15.8
1.2
-7.7%
Expected credit loss expenses on financial assets
-35.2
-36.0
0.9
-2.5%
Result before tax
60.1
60.4
-0.4
-0.6%
Taxes on income
-16.0
-15.0
-1.0
6.7%
Result after tax
44.0
45.4
-1.4
-3.1%
-15 bps YoY).
- Interest income decreased by EUR 14.6 million to EUR 296.5 million (2024: EUR 311.1 million). Despite the lower backdrop, interest income from the Consumer segment increased by 5.6% YoY, partially offsetting curve effects and the impact on variable-rate loans (14% of the book) and on central bank deposits.
-
Interest expenses fell to EUR 58.1 million (2024: EUR 68.3 million), reflecting the rate backdrop and funding mix.
Net fee and commission income increased to EUR 78.5 million, up EUR 5.5 million from EUR 73.0 million in 2024. This growth was primarily driven by bancassurance, accounts & packages, and card transactions - including EUR 3.5 million non-recurring items from the bancassurance channel in 2025. The performance reflects deeper customer engagement and cross-sell.
The net result on financial instruments improved to EUR 1.8 million in 2025 (2024: EUR 1.2 million), driven by held-for-trading (EUR 0.7 million) and non-trading FVTPL (EUR 0.7 million). The latter included fair-value remeas-urement of equity instruments.
Other operating result was EUR -13.5 million (2024: EUR -12.3 million). The delta was primarily due to higher deposit guarantee charges (EUR 7.9 million vs. EUR 5.6 million in 2024), driven by a higher payment to the Slovenian Deposit Guarantee Fund in 2025 and a prior-year accrual release in Croatia, partly offset by lower bank levies and other taxes (EUR 7.3 million vs. EUR 7.7 million) and slightly lower gains from the sale of non-financial assets (EUR 2.5 million vs. EUR 2.9 million). General administrative expenses increased to EUR 195.4 million (2024: EUR 192.4 million), comprising: - Personnel expenses of EUR 106.9 million (2024: EUR 104.4 million) reflecting wage indexation and minimum-wage effects; 2024 included EUR 1.2 million of non-recurring variable-remuneration costs (EUR 0.4 million PAIF triggered; EUR 0.8 million conversion of the equity-settled plan to a cash-settled phantom share plan).
- Other administrative expenses of EUR 70.4 million (2024: EUR 71.0 million); lower YoY due to EUR 3.0 million non-recurring legal and advisory costs recorded in 2024 in relation to tender offers.
- Depreciation/amortisation of EUR 18.1 million (2024: EUR 17.0 million).
The Group continues to pursue efficiency initiatives; however, persistent inflation and market conditions affected all cost categories. The Cost/income ratio landed at 61.7% (2024: 60.9%).
Other result was EUR -14.6 million (2024: EUR -15.8 million), driven by a lower result from legal cases of EUR -13.5 million (2024: -15.4 million). The 2025 legal result reflects additional provisions for pending legal disputes related to contractual clauses in legacy Swiss-franc-denominated loans and to cases concerningloan-processing and early-repayment fees; the year also included a EUR 0.4 million positive effect from the settlement of a legacy case. The operational risk result was slightly negative in 2025, reflecting EUR 0.3 million of provisions for an external fraud case and EUR 0.2 million following a wage-tax review, versus 2024 positives from a EUR 0.5 million provision release related to "Lexitor" cases and a EUR 0.4 million insurance reimbursement. 2024 also included a EUR 0.7 million modification loss due to a temporary regulatory cap on retail loan rates.
Expected credit loss expenses on financial assets (ECL) were EUR 35.2 million (2024: EUR 36.0 million), corresponding to a cost-of-risk of 0.40% (40 bps) on net loans (2024: 44 bps). The trend reflects provisioning in Consumer and selected larger SME exposures, while overallcredit quality stayed resilient: the NPE ratio (on-balance loans) improved to 2.5% (2024: 2.9%) and NPE coverage
increased to 81.7% (2024: 80.0%).
Taxes on income increased to EUR 16.0 million (2024: EUR 15.0 million), and the effective tax rate rose to 26.7% (2024: 24.8%), mainly due to a EUR 2.1 million DTA write-down on tax-loss carry-forwards under Slovenia's new five-year utilisation limit and updated utilisation assumptions.Overall, the result after tax decreased by 3.1% YoY to EUR 44.0 million (2024: EUR 45.4 million).
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Analysis of the statement of financial position
EUR m
Dec25
Dec24
(abs)
(%)
Cash and cash equivalents
1,057.2
1,251.4
-194.3
-15.5%
Financial assets held for trading
9.8
14.4
-4.6
-32.0%
Loans and advances to credit institutions
75.1
44.2
30.9
69.8%
Loans and advances to customers
3,676.6
3,506.4
170.2
4.9%
Investment securities
1,475.6
1,464.7
10.9
0.7%
Tangible assets
59.9
55.4
4.5
8.1%
Intangible assets
28.9
25.7
3.2
12.3%
Tax assets
22.0
30.8
-8.8
-28.4%
Current tax assets
1.6
2.1
-0.5
-23.5%
Deferred tax assets
20.4
28.6
-8.2
-28.8%
Other assets
14.0
14.8
-0.8
-5.7%
Non-current assets held for sale
0.5
1.0
-0.6
-54.1%
Total assets
6,419.5
6,408.9
10.6
0.2%
The Group's statement of financial position remained simple and loan-centric at year-end 2025, with total assets up slightly by EUR 10.6 million to EUR 6,419.5 million (YE24: EUR 6,408.9 million). Growth in customer lending and modest increase in investment securities were largely offset by the planned redeployment of excess liquidity from central bank balances, preserving balance-sheet resilience and the established funding profile. About 57% of assets continued to be represented by customer loans, with a substantial remainder in high-quality, plain-vanilla debt securities and cash reserves (YE24: similar structure).
On the asset side, loans and advances to customers increased by 4.9% or EUR 170.2 million to EUR 3,676.6 million (YE24: EUR 3,506.4 million) reflecting the continued re-weighting toward the focus segments. Within this, the Consumer and SME focus book expanded by EUR 110.6 million to EUR 3,248.3 million (YE24: EUR 3,137.7 million) and reached 91.7% of gross performing loans (YE24: 89.5%),
while non-focus segments declined as planned to EUR 330.3 million (YE24: EUR 368.7 million).
Investment securities increased to EUR 1,475.6 million (YE24: EUR 1,464.7 million ), remaining predominantly investment-grade sovereign exposure from the CESEE region in line with the Group's conservative investment strategy. Cash and cash equivalents decreased to EUR 1,057.2 million (YE24: EUR 1,251.4 million) as liquidity was deployed to support asset growth and optimise returns. Loans and advances to credit institutions increased by EUR 30.9 million to EUR 75.1 million (YE24: EUR 44.2 million). Tangible and intangible assets increased to EUR 59.9 million and EUR 28.9 million, respectively (YE24:EUR 55.4 million and EUR 25.7 million), reflecting targeted technology and infrastructure investments.
Tax assets declined to EUR 22.0 million (YE24: EUR 30.8 million), mainly lower deferred tax assets following Slovenia's introduction of a five-year limit on loss carry-forwards. Other assets stood at EUR 14.0 million (YE24: EUR 14.8 million) and non-current assets held for sale at EUR 0.5 million (YE24: EUR 1.0 million).EUR m
Dec25
Dec24
(abs)
(%)
Financial liabilities held for trading
2.1
4.4
-2.3
-51.7%
Deposits and borrowings from credit institutions
74.2
77.3
-3.0
-3.9%
Deposits and borrowings from customers
5,252.8
5,290.0
-37.2
-0.7%
Other financial liabilities
63.9
54.4
9.5
17.4%
Provisions
81.6
94.1
-12.5
-13.3%
Tax liabilities
3.6
5.0
-1.4
-27.9%
Current tax liabilities
1.4
3.3
-1.9
-58.4%
Other liabilities
42.8
44.2
-1.4
-3.1%
Equity
898.5
839.5
59.0
7.0%
Total equity and liabilities
6,419.5
6,408.9
10.6
0.2%
On the liability side, deposits and borrowings from customers remained the primary funding source at EUR 5,252.8 million (-0.7% YoY; YE24: EUR 5,290.0 million).
The deposit mix continued to shift from term to a-vista/demand, with the term share decreasing to 36% (YE24: 41%); deposits are mainly Euro-denominated, followed by Bosnia & Herzegovina Convertible Mark (BAM) and Serbian Dinar (RSD) balances.
Deposits and borrowings from credit institutions decreased from EUR 77.3 million at YE24 to EUR 74.2 million at YE25 and other financial liabilities increased to EUR 63.9 million (YE24: EUR 54.4 million). Provisions decreased to EUR 81.6 million (YE24: EUR 94.1 million), primarily comprising credit-linked and portfolio-based provisions related to expected outcomes in legacy CHF-linked loan litigation. Other liabilities decreased to EUR 42.8 million (YE24: EUR 44.2 million). Equity increased by EUR 59.0 million to EUR 898.5 million (YE24: EUR 839.5 million), driven by profit generation and a positive development in other comprehensive income (including the ongoing pull-to-par of negative fair-value reserves on debt instruments, with the remaining balance at EUR -16.3 million vs. YE24: EUR -30.8 million). -
Segment information
Addiko Group's business segments reflect its strategy to specialise in Consumer and SME banking, emphasising growth in these two 'focus segments'.
EUR m
31.12.2025
Focus Consumer
segments
SME
Business
Non-focus Mortgage
segments
Large Corporate &
Public
Finance
Corporate
Center
Total
Net banking income
181.9
84.4
1.8
10.3
38.4
316.9
Net interest income
133.3
57.7
1.8
7.4
38.2
238.4
o/w regular interest income
141.7
66.8
11.3
2.6
62.0
284.4
Net fee and commission income
48.6
26.7
0.0
2.9
0.2
78.5
Net result from financial instruments
0.0
0.0
0.0
0.0
1.8
1.8
Other operating result
0.0
0.0
0.0
0.0
-13.5
-13.5
Operating income
181.9
84.4
1.8
10.3
26.8
305.2
General administrative expenses
-97.4
-37.6
-1.1
-4.2
-55.1
-195.4
Operating result before impairments and
provisions
84.5
46.8
0.7
6.1
-28.3
109.8
Other result
0.0
0.0
0.0
0.0
-14.6
-14.6
Expected credit loss expenses on financial
assets
-16.2
-24.7
4.4
2.0
-0.7
-35.2
Result before tax
68.3
22.2
5.1
8.1
-43.6
60.1
Business volume
Net loans and receivables
2,044.9
1,297.5
257.4
45.5
106.5
3,751.8
o/w gross performing loans customers
2,058.1
1,306.6
258.1
44.8
3,667.6
Gross disbursements
1,017.7
782.5
0.0
16.9
1,817.1
Financial liabilities at AC 1)
2,963.8
1,134.8
0.0
390.3
902.1
5,391.0
RWA 2)
1,575.1
910.2
149.2
85.4
552.3
3,272.3
Key ratios
NIM 3)
5.6%
4.4%
-0.3%
2.8%
3.7%
Cost/Income ratio 4)
53.5%
44.6%
63.5%
40.8%
61.7%
Cost of risk ratio (CRB)
-0.7%
-1.3%
1.7%
1.1%
-0.7%
Cost of risk ratio (on net loans)
-0.8%
-1.9%
1.7%
4.4%
-1.0%
Loan to deposit ratio
69.0%
114.3%
0.0%
11.7%
70.0%
NPE ratio (on balance loans)
3.1%
2.8%
3.1%
15.0%
2.5%
NPE coverage ratio
81.0%
81.3%
81.8%
88.1%
81.7%
Yield GPL (simple average)
7.2%
5.2%
4.0%
5.0%
6.2%
1) Financial liabilities at AC include in the Corporate Center segment the Direct deposits (Austria/Germany) amounting to EUR 504 million, EUR 74 million Deposits from credit institutions and EUR 324 million other liabilities including treasury deposits. 2) Includes only credit risk. 3) Net interest margin at segment level is the sum of interest income (without interest income on NPE) and expenses, including funds transfer pricing but without asset contribution, divided by the respective average business volume using daily balances. 4) Cost/income ratio (CIR) is calculated as the sum of general administrated expenses divided by operating income including asset contribution on segment level.
EUR m
31.12.2024
Focus segments Consumer SME
Business
Non-focus segments Mortgage Large Corporate &
Public
Finance
Corporate
Center
Total
Net banking income
174.5
101.9
13.5
10.5
15.4
315.8
Net interest income
131.2
74.4
13.5
7.9
15.9
242.9
o/w regular interest income
133.2
74.5
14.7
4.9
70.3
297.6
Net fee and commission income
43.2
27.6
0.0
2.7
-0.5
73.0
Net result from financial instruments
0.0
0.0
0.0
0.0
1.2
1.2
Other operating result
0.0
0.0
0.0
0.0
-12.3
-12.3
Operating income
174.5
101.9
13.5
10.5
4.3
304.7
General administrative expenses
-91.2
-37.0
-1.4
-4.3
-58.5
-192.4
Operating result before impairments and provisions
83.3
64.9
12.1
6.2
-54.2
112.3
Other result
0.0
0.0
0.0
0.0
-15.8
-15.8
Expected credit loss expenses on financial
assets
-20.4
-27.3
8.7
2.2
0.7
-36.0
Result before tax
62.9
37.7
20.8
8.4
-69.3
60.4
Business volume
Net loans and receivables
1,861.7
1,256.7
306.2
63.7
62.4
3,550.6
o/w gross performing loans customers
1,877.1
1,260.6
306.8
61.8
3,506.4
Gross disbursements
851.4
705.8
0.1
11.0
1,568.3
Financial liabilities at AC 1)
2,945.5
1,149.0
0.0
390.5
936.8
5,421.7
RWA 2)
1,419.0
871.8
175.4
73.3
493.9
3,033.4
Key ratios
NIM 3)
5.5%
4.1%
-0.7%
2.4%
3.9%
Cost/Income ratio 4)
52.3%
36.3%
10.4%
41.2%
60.9%
Cost of risk ratio (CRB)
-1.0%
-1.4%
2.7%
1.4%
-0.8%
Cost of risk ratio (on net loans)
-1.1%
-2.2%
2.8%
3.5%
-1.0%
Loan to deposit ratio
63.2%
109.4%
0.0%
16.3%
66.3%
NPE ratio (on balance loans)
3.4%
3.8%
3.5%
15.9%
2.9%
NPE coverage ratio
81.5%
77.6%
80.2%
81.4%
80.0%
Yield GPL (simple average)
7.4%
5.8%
4.4%
5.8%
6.5%
1) Financial liabilities at AC include in the Corporate Center segment the Direct deposits (Austria/Germany) amounting to EUR 585 million, EUR 77 million Deposits from credit institutions and EUR 146 million other liabilities. 2) Includes only credit risk. 3) Net interest margin at segment level is the sum of interest income (without interest income on NPE) and expenses, including funds transfer pricing but without asset contribution, divided by the respective average business volume using daily balances. 4) Cost/income ratio (CIR) is calculated as the sum of general administrated expenses divided by operating income including asset contribution on segment level.
-
Consumer
EUR m
Consumer strategyConsumer Business
Consolidated income statement
2025
2024
(%)
Net interest income
133.3
131.2
1.6%
o/w regular interest income
141.7
133.2
6.3%
Net fee and commission income
48.6
43.2
12.3%
Operating income
181.9
174.5
4.3%
General administrative expenses
-97.4
-91.2
6.8%
Operating result before impairments and provisions
84.5
83.3
1.5%
Other result
0.0
0.0
-
Expected credit loss expenses on financial assets
-16.2
-20.4
-20.7%
Result before tax
68.3
62.9
8.7%
Business volume
2025
2024
(%)
Net loans and receivables
2,044.9
1,861.7
9.8%
o/w gross performing loans customers
2,058.1
1,877.1
9.6%
Gross disbursements
1,017.7
851.4
19.5%
Financial liabilities at AC
2,963.8
2,945.5
0.6%
Key ratios
2025
2024
(bps)
NIM
5.6%
5.5%
9
Cost/income ratio
53.5%
52.3%
128
Cost of risk ratio (CRB)
-0.7%
-1.0%
26
Cost of risk ratio (on net loans)
-0.8%
-1.1%
30
Loan to deposit ratio
69.0%
63.2%
579
NPE ratio (on balance loans)
3.1%
3.4%
-38
NPE coverage ratio
81.0%
81.5%
-58
Yield GPL (simple average)
7.2%
7.4%
-23
Addiko's approach is to offer modern banking, focusing on products for the essential needs of customers via unsecured loans, accounts, payments and cards. This approach is communicated in a simple and transparent manner and delivered efficiently via a hybrid distribution model, combining physical branches and modern digital channels.
Our strategic focus during the year was on driving incremental customer acquisition and lending growth by targeting emerging digital-savvy customer segments and point-of-sale clients through lower-ticket financing solutions. We leveraged speed, simplicity, and convenience as our core differentiating value proposition.
In parallel, we successfully deepened customer relationships through structured upselling into higher-value consumer loans, anchored by mandatory current account onboarding via branch and Bank@Work distribution channels, thereby strengthening primary banking relationships and improving customer lifetime value.
Addiko also dedicates substantial efforts to continuously improving its digital capabilities and is recognised in its markets as a digital challenger with digital products and services such as Webloans, mLoans and online account opening capabilities.
Consumer 2025 business review Net interest income increased by EUR 2.1 million, or 1.6% YoY, to EUR 133.3 million, compared to EUR 131.2 million in 2024. This increase was primarily driven by regular interest income reflecting a strong YoY development of 6.3%, partially offset by lower attributable allocation of asset contribution.The increase in regular interest income was the result of strong business activity with premium pricing to the incumbent banks. Key contributions to this performance included:
A differentiated digital E2E offering serving as a unique selling proposition (USP) versus competitors,
Enhanced speed and convenience across customer journeys,
Significant expansion of partnership acquisition through new digital platforms,
Proactive customer acquisition via Bank@Work and CRM channels.
overall, this was partially offset by higher general administrative expenses following wage adjustments implemented in 2024, which took full effect in 2025 as well as higher marketing costs for expansion Romania. The Cost/income ratio slightly increased to 53.5% (2024: 52.3%).
Result before tax reached EUR 68.3 million (2024: EUR 62.9 million), reflecting an 8.7% increase, also supported by lower expected credit loss expenses. Gross disbursements reached EUR 1,017.7 million in 2025, a 19.5% YoY increase from EUR 851.4 million in 2024. The Consumer segment recorded a strong 9.6% growth in gross performing loans during the same period. The NPE ratio (on-balance loans) down in 2025 to 3.1% (YE24: 3.4%), reflecting the Group's continued focus on asset quality. -
SME Business
EUR m
SME strategySME Business
Consolidated income statement
2025
2024
(%)
Net interest income
57.7
74.4
-22.4%
o/w regular interest income
66.8
74.5
-10.4%
Net fee and commission income
26.7
27.6
-3.0%
Operating income
84.4
101.9
-17.1%
General administrative expenses
-37.6
-37.0
1.8%
Operating result before impairments and provisions
46.8
64.9
-27.9%
Other result
0.0
0.0
-
Expected credit loss expenses on financial assets
-24.7
-27.3
-9.5%
Result before tax
22.2
37.7
-41.2%
Business volume
2025
2024
(%)
Net loans and receivables
1,297.5
1,256.7
3.2%
o/w gross performing loans customers
1,306.6
1,260.6
3.6%
Gross disbursements
782.5
705.8
10.9%
Financial liabilities at AC
1,134.8
1,149.0
-1.2%
Key ratios
2025
2024
(bps)
NIM
4.4%
4.1%
28
Cost/income ratio
44.6%
36.3%
828
Cost of risk ratio (CRB)
-1.3%
-1.4%
13
Cost of risk ratio (on net loans)
-1.9%
-2.2%
27
Loan to deposit ratio
114.3%
109.4%
496
NPE ratio (on balance loans)
2.8%
3.8%
-95
NPE coverage ratio
81.3%
77.6%
377
Yield GPL (simple average)
5.2%
5.8%
-59
Addiko's strategic approach has centered on delivering lower ticket loans coupled with mandatory account packages to the underserved micro and small segments. We've achieved this through our digital agents platform, where speed is a prominent unique selling proposition.
Addiko is providing modern banking services that address essential customer needs, primarily through unsecured loans and payment solutions. This approach is communicated in a simple and transparent manner and delivered efficiently via a hybrid distribution model that combines physical branches with modern digital channels.
In the SME segment, the focus remains on short to mid-term unsecured financing, followed by transaction banking and trade finance products complemented by deposit offerings. The product portfolio has been expanded to include a mix of partially secured and unsecured loans with higher ticket sizes, targeting both existing and new customers.
The Group remains committed to delivering a compelling value proposition through digitally enhanced loan products and online self-services capabilities, effectively reducing service costs for customers. Furthermore, Addiko remains focused on serving untapped niches of micro and small enterprises with tailored financing solutions and standard products to medium enterprises.
SME 2025 business review Net interest income declined by EUR 16.6 million, or 22.4% YoY, to EUR 57.7 million (2024: EUR 74.4 million). This decrease was driven by a lower allocation of asset contribution and a 10.4% decline in regular interest income, mainly due to the repricing of the variable back book and muted loan demand, particularly in the Serbian market but with positive momentum in the last quarter. Net fee and commission income slightly decreased by EUR 0.8 million, or 3.0% YoY, reaching EUR 26.7 million (2024: EUR 27.6 million), primarily due to lower income from transactions and trade finance. Operating result before impairments and provisions amounted to EUR 46.8 million, down 27.9% YoY, impacted by lower operating income, while general administrative expenses remained broadly stable compared to 2024. The Cost/income ratio increased to 44.6% (2024: 36.3%). Result before tax amounted EUR 22.2 million (2024: EUR 37.7 million), a 41.2% decrease YoY, while lower expected credit loss expenses are visible, despite increased provisions for larger tickets in Addiko Bank Slovenia. Gross disbursements totalled EUR 782.5 million during the reporting period, up 10.9% YoY (2024: EUR 705.8 million). The SME segment recorded 3.6% growth in gross performing loans during the same period. The NPE ratio (on-balance loans) down in 2025 to 2.8% (YE24: 3.8%), reflecting the Group's continued focus on asset quality. -
Mortgage
EUR m
Mortgage strategy and 2025 business reviewMortgages
Consolidated income statement
2025
2024
(%)
Net interest income
1.8
13.5
-86.8%
o/w regular interest income
11.3
14.7
-23.0%
Net fee and commission income
0.0
0.0
-
Operating income
1.8
13.5
-86.8%
General administrative expenses
-1.1
-1.4
-19.9%
Operating result before impairments and provisions
0.7
12.1
-94.6%
Other result
0.0
0.0
-
Expected credit loss expenses on financial assets
4.4
8.7
-49.2%
Result before tax
5.1
20.8
-75.6%
Business volume
2025
2024
(%)
Net loans and receivables
257.4
306.2
-15.9%
o/w gross performing loans customers
258.1
306.8
-15.9%
Gross disbursements
0.0
0.1
-100.0%
Financial liabilities at AC
0.0
0.0
-
Key ratios
2025
2024
(bps)
NIM
-0.3%
-0.7%
39
Cost/income ratio
63.5%
10.4%
5301
Cost of risk ratio (CRB)
1.7%
2.7%
-108
Cost of risk ratio (on net loans)
1.7%
2.8%
-112
Loan to deposit ratio
0.0%
0.0%
-
NPE ratio (on balance loans)
3.1%
3.5%
-39
NPE coverage ratio
81.8%
80.2%
159
Yield GPL (simple average)
4.0%
4.4%
-38
Mortgage lending is a non-focus business area. The Group aims to execute a well-managed and gradual run-down of existing, profitable customer loans until their contractual maturity. As such, mortgage lending products are no longer actively marketed.
Following the reduction in lending volumes, operating income naturally decreased by 86.8% from EUR 13.5 million in 2024 to EUR 1.8 million in 2025, also impacted by a lower allocation of asset contribution and the repricing of the variable back book. Result before tax was EUR 5.1 million in 2025 (2024: EUR 20.8 million), representing an 75.6% decrease YoY, also influenced by lower releases of provisions for expected credit losses.
-
Large Corporate & Public Finance
EUR m
Large Corporate & Public Finance strategy and YE25 business reviewLarge Corporate & Public Finance
Consolidated income statement
2025
2024
(%)
Net interest income
7.4
7.9
-6.4%
o/w regular interest income
2.6
4.9
-45.6%
Net fee and commission income
2.9
2.7
10.7%
Operating income
10.3
10.5
-2.1%
General administrative expenses
-4.2
-4.3
-3.0%
Operating result before impairments and provisions
6.1
6.2
-1.4%
Other result
0.0
0.0
-
Expected credit loss expenses on financial assets
2.0
2.2
-10.9%
Result before tax
8.1
8.4
-3.9%
Business volume
2025
2024
(%)
Net loans and receivables
45.5
63.7
-28.5%
o/w gross performing loans customers
44.8
61.8
-27.5%
Gross disbursements
16.9
11.0
53.2%
Financial liabilities at AC
390.3
390.5
-0.1%
Key ratios
2025
2024
(bps)
NIM
2.8%
2.4%
40
Cost/income ratio
40.8%
41.2%
-40
Cost of risk ratio (CRB)
1.1%
1.4%
-26
Cost of risk ratio (on net loans)
4.4%
3.5%
86
Loan to deposit ratio
11.7%
16.3%
-463
NPE ratio (on balance loans)
15.0%
15.9%
-98
NPE coverage ratio
88.1%
81.4%
677
Yield GPL (simple average)
5.0%
5.8%
-87
Large Corporate comprises loan products, services and deposit products, as well as other complementary offerings, for companies with an annual gross turnover of above EUR 50 million. Public Finance includes Addiko's business with key public institutions in CSEE countries, such as ministries of finance, state enterprises and local governments. Addiko will continue to serve selected Large Corporate customers with a favourable yet balanced view on value generation, while limiting overall single-name exposures. Lending products in the Public Finance segment are no longer actively marketed.
Following the reduction in lending volumes, operating income consequently decreased by 2.1%, from EUR 10.5 million in 2024 to EUR 10.3 million in 2025. Result before tax was EUR 8.1 million in 2025 (2024: EUR 8.4 million), representing a 3.9% decrease YoY, also impacted by lower releases of provisions for expected credit losses.
The NPE ratio (on-balance loans) decreased to 15.0% (YE24: 15.9%). -
Corporate Center
EUR m
Corporate Center strategyCorporate Center
Consolidated income statement
2025
2024
(%)
Net interest income
38.2
15.9
140.1%
o/w regular interest income
62.0
70.3
-11.9%
Net fee and commission income
0.2
-0.5
>100%
Net result from financial instruments
1.8
1.2
>100%
Other operating result
-13.5
-12.3
10%
Operating income
26.8
4.3
523.8%
General administrative expenses
-55.1
-58.5
-5.8%
Operating result before impairments and provisions
-28.3
-54.2
-47.8%
Other result
-14.6
-15.8
-7.9%
Expected credit loss expenses on financial assets
-0.7
0.7
>100%
Result before tax
-43.6
-69.3
-37.1%
Business volume
2025
2024
(%)
Net loans and receivables
106.5
62.4
70.7%
Financial liabilities at AC
902.1
936.8
-3.7%
The Corporate Center is primarily an internal segment that encompasses the results of Addiko's liquidity and capital management activities. It reflects the Group's treasury operations as well as other central functions, including related overhead, contributions to the Single Resolution Fund, bank levies, one-off items and Addiko Group's reconciliation to IFRS (i.e. consolidation effects).
Additionally, this segment includes the direct deposit activities of Addiko Bank AG for customers in Austria and Germany, which are managed by Group Treasury and serve liquidity management purposes.
The Corporate Center's core responsibilities include:
Group-wide asset and liability management (ALM),
Oversight of liquidity portfolios to meet regulatory requirements,
Optimisation of the funding mix across Addiko's
banking subsidiaries.
Corporate Center 2025 business reviewThe Corporate Center's net interest income is derived from customer margin assets and liabilities within the treasury segment, the interest and liquidity gap contribution (IGC), net of its redistribution to market segments (see section Asset Contribution below), and consolidation effects.
Net interest income increased during the reporting period by EUR 22.3 million, reaching EUR 38.2 million (2024: EUR 15.9 million). This improvement was driven byhigher interest income from the bond portfolio in treasury, as well as a lower redistribution of asset contribution to market segments following the implementation of equity valuation adjustments at the end of 2024 and modified asset contribution methodology starting from 2025. This was partially offset by lower income from national bank deposits and bank loans.
General administrative expenses amounting to EUR 55.1 million in 2025, reflecting a decrease of 5.8% compared to 2024. However, the prior year figure included EUR 3.0 million in extraordinary advisory costs related to takeover offers published by Agri Europe Cyprus on 16 May 2024 and by NLB on 7 June 2024.The explanation of net result on financial instruments, other operating result and other result, is provided in chapter 3.2 Analysis of the result.
Asset ContributionNet interest income in the Corporate Center at YE25 includes a portion of the positive impact from interest and liquidity gap contribution (IGC) in the amount of EUR 47.2 million. A share of the IGC, totalling EUR 21.5 million, is redistributed to the market segments based on the structural benefits they provide on the asset and liability side.
The IGC results from partially funding longer-term assets with stable but shorter-term liabilities. The extent of this maturity transformation is strictly managed in accordance with regulatory and internal limits. Addiko's Funds Transfer Pricing (FTP) methodology assigns internal funding
costs to assets and internal funding benefits to liabilities on a matched maturity basis. As a result, if the maturities of loans and deposits in a given segment were equal, IGC would be zero.
Since a portion of longer-term assets is funded by shorter-term liabilities, market segments are charged more for their assets than they are compensated for their liabilities under the FTP methodology. By compensating those market segments delivering longer term assets against shorter term liabilities, the respective part of IGC is re-distrib-uted from the segment Corporate Center to the originator of the IGC, i.e. the respective market segment.
From 2025 onwards, the asset contribution methodology and its re-distribution to the market segments was slightly modified to enhance the treatment of deposit surpluses generated by the market segments.
-
Consumer
-
Capital and liquidity
The Group maintained a strong capital and liquidity profile in 2025.
-
Consolidated own funds
Equity increased to EUR 898.5 million (YE24: EUR 839.5 million), supported by profit generation and a positive development in other comprehensive income. The capital base continues to consist entirely of CET1, with the Total Capital ratio (CET1/TCR) at 22.4% under CRR3 (YE24: 22.0%, CRR2). Risk-weighted assets (RWA) rose to EUR 3,891.7 million (YE24: EUR 3,671.2 million), driven primarily by CRR3 risk-weight changes and the EBA FX interpretation, partly offset by lower operational risk RWAs.
Against the supervisory requirement framework, the CET1/TCR of 22.4% stands well above the 18.01% level implied by OCR (15.01%) plus P2G (3.00%), corresponding to a surplus of roughly 4.4 percentage points at year-end.
For 2026, the ECB's SREP decision envisages a P2R increase from 3.25% to 3.50% (effective 1 January 2026), while P2G remains at 3.00%; the CBR totals 3.76% (including a 0.76% CCyB, mainly due to Slovenia's step-up). The capital stack and buffers are reflected consistently in the Group's planning.
EUR m
31.12.2025
31.12.2024
Change YTD
Surplus 20251)
Total Capital
870.9
809.0
61.9
170.0
Total risk weighted assets
3,891.7
3,671.2
220.5
Total Capital Ratio
22.4%
22.0%
0.4%
4.4%
1) Surplus reference: applicable OCR + P2G requirements
-
Liquidity position
The liquidity remained a core strength throughout 2025. and continued to exceed regulatory requirements by a wide margin.
Unencumbered liquidity reserves amounted to EUR 1,969.9 million (equivalent to 30.7% of total assets; YE24: EUR 2,186.5 million or 34.1%). Banking-book securities represented 62.8% of liquidity reserves (YE24: 58.9%).The Liquidity Coverage Ratio (LCR) was 304.4% at year-end (regulatory minimum: 100%), with a range from a 304.4% (low) to 433.3% (high) and a period average of 385.0% (2024 range 341.4% to 416.0%; YE24: 363.2%).
Structural funding also remained very strong, with the Net Stable Funding Ratio (NSFR) at year-end 2025 at 179.0%, the range between 165.7% and 179.0% (2024 range 169.8%
to 180.3%; YE24: 180.3%).
The funding profile continues to be anchored by granular retail deposits; the Group loan-to-deposit ratio (LTD) remained very comfortable at 70.0% (YE24: 66.3%), which leaves ample capacity to support prudent loan growth within risk appetite and regulatory limits.
-
Consolidated own funds
-
Overview of financial performance
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Research & Development
Addiko has been investing in research and development in the area of digitalisation in the past years, which has been crucial for fostering innovation and enhancing business performance through various initiatives in the core business segments. This direction remains unchanged presently and in the upcoming period.
For the Consumers segment, Addiko Group's main goal in 2025 was to continue building various comprehensive lending processes for consumers, upgrading the existing ones as well as introducing innovative approaches and customer journeys where feasible and relevant. The Group is continually matching the different levels of digital readiness and the customer preferences in Addiko markets and launched online lending processes that allow customer identification through a Post Office or a Public Notary, and for the existing clients authentication via mobile banking in additional markets. This allows even more of our customers who do not want to use remote methods of identification to get Addiko's services from their own home. Apart from these hybrid processes which were implemented in several markets and will continue covering the entire area, full end-to-end online processes for new clients with video identification and digital signature of the contract are also being implemented for more digital savvy clients. Implementation of full end-to-end processes is the main target in all our markets, depending on their general as well as regulatory readiness. Addiko is always rethinking and simplifying its processes to offer customers more user-friendly and easy-to-access products and services by continuously improving and adjusting them based on local market practices and regulations. Addiko is committed to ensuring that customers can access financial support whenever and wherever it is needed. To realise this commitment, Addiko is continually expanding its network of partners with points of sale in both online and traditional brick-and-mortar locations. This approach enables customers to secure the necessary financial services quickly and conveniently, precisely at the moment and place they require them.
Addiko continued to enhance its mobile banking app in 2025, with a focus on improving the user interface and user experience, which are crucial for the success of mobile banking apps. Addiko was working on a complete overhaul of the app's user interface, starting with Montenegro as the first market in end of 2024, and rolled out in Slovenia and Croatia during 2025 and planning to extend it to all other countries. By redesigning the app's user interface, and incorporating requirements from the Digital Accessibility Act, Addiko aims to make it more attractive, intuitive, and user-friendly for its customers. Alongside strengthening the Consumers segment, Addiko continues serving SME customers through online lending platforms that provide personalised offers and enable a smooth start to the loan process. Apart from the online lending platform, Addiko has also pursued various adjustments of its lending system to further streamline and refine the related processes and boost convenience for its customers.
Addiko is continuing to upgrade its mobile banking app for SME clients, with both functional and regulatory enhancements. Addiko's goal is to provide a convenient, reliable, and secure service to its SME clients throughout our markets by constantly improving its mobile banking apps.
Addiko as a lending specialist bank has made lending faster and easier for its customers through innovations, showing its commitment and ability to use technology and make banking more accessible, efficient, and customer focused.
In 2025, Addiko initiated the rollout of its Customer Relationship Management (CRM) solution for SME clients in Croatia, selected as the initial market, with plans to implement the solution in other countries.
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Outlook & Guidance, dividend policy and risk factors
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Outlook 2026 & Guidance 2027
A positive economic development is expected for Addiko Group in 2026, supported by a favourable macroeconomic outlook for the CSEE region. In its autumn forecast published in October 2025, the Vienna Institute for International Economic Studies (wiiw) expressed a distinctly positive view on GDP growth for the three EU candidate countries in which the Addiko Group operates: GDP growth in 2026 is expected to reach 2.8% for Bosnia & Herzegovina (2025E: 2.3%), 3.5% for Serbia (2025E: 2.0%) and 3.4% for
Montenegro (2025E: 3.4%). These growth expectations are accompanied by declining unemployment rates in these countries.
Positive forecasts were also issued for the two EU member states Slovenia and Croatia, where Addiko operates. Slo-venia's economy is expected to grow by 2.2% (2025E: 0.5%) and Croatia's by 2.8% (2025E: 3.0%), while unemployment rates are expected to remain broadly unchanged (Slovenia:
-0.1 percentage points to 3.6%; Croatia: unchanged at 4.9%).
With these favourable economic prospects, all countries clearly outperform the economic outlook for the euro area, for which the IMF projected only 1.3% growth in January 2026. This underlines that, from an economic perspective, the CSEE countries remain one of the most dynamic regions in Europe.
Following a total of four interest rate cuts by the ECB in 2025, most recently in June 2025, the rate for the marginal lending facility now stands at 2.40%. After inflation in the euro area declined from 2.4% (December 2024) to 1.9% (December 2025), no further immediate rate cut is anticipated by the market. The ECB's future interest rate path will depend on a wide range of macroeconomic and external factors: within the euro area, inflation dynamics and economic growth developments remain key, while outside Europe geopolitical crises, military conflicts and trade-related disputes significantly influence monetary policy conditions.
The medium-term plan reflects moderately growing new business in the SME segment, which continues to be affected by early loan repayments. The decline in interest income in the lending portfolio - driven by the ECB's interest rate reversal - has a dampening effect on earnings prospects. By contrast, the Consumer segment shows a positive business development, although its contribution is influenced by regulatory and legal measures. These ad-
verse effects have been appropriately reflected in the interest and fee income planning. In addition, uncertainties surrounding the shareholder structure of Addiko Bank AG had a negative impact. The competent supervisory authorities are currently not progressing the previously planned capital repatriations from the Croatian subsidiary, resulting in delays and corresponding negative implications for the planning. To counteract these adverse impacts on profitability, as well as the cost increases that have materialised in personnel and administrative expenses, a new programme ("Specialization Program") will be launched in 2026.
The expansion into Romania, initiated in 2025, is reflected in the medium-term plan primarily in the form of start-up costs. Activities are still in the build-up phase and remain at an overall low volume. Accordingly, no positive earnings contributions from this new market are expected for 2026 and 2027.
For the 2026 financial year, the Addiko Group expects a positive development, the extent of which will largely depend on the performance of the CSEE markets, overall business development, and potential (additional) regulatory interventions. Furthermore, uncertainties regarding the shareholder structure may have indirect effects on supervisory decisions and thus pose additional risks to the earnings outlook. The key uncertainties associated with this are discussed in more detail in the following chapter.
Based on the current business performance and the assessment of the future market and competitive environment, Addiko has updated its Outlook 2026 and Guidance 2027.
Key Insights on Outlook and Guidance:
The guidance is generally based on projections and assumptions that can vary over time due to a changing environment (such as, but not limited to, changes in the interest rate environment, macroeconomic developments, regulatory restrictions, labour law, tax legislation and other market factors).
The expansion into Romania is not expected to have a notable impact on profitability guidance in the following two years.
A new program will be launched in 1Q26 to address performance improvements for the mid-term.
Outlook 2026
Guidance 2027
Income & Business
Total loan book growth 1)
>6% CAGR 2025-2027
NIM 2)
>3.6%
NBI (growth YoY) 2)
flat
>5%
OPEX
<€205m
<€205m
Risk & Liquidity
CoR 3)
ca. 1.3%
NPE ratio 4)
<3% as guiding principle
Total capital ratio
>18.82% subject to yearly SREP
LDR
Ramping up to <80%
Profitability
RoATE 5)
ca. 4.5%
ca. 6.0%
Dividend
currently suspended
1) Gross performing loans. 2) Assuming an average yearly deposit facility rate of 200bps in 2026 and 2027. 3) On net loans. 4) On on-balance loans (EBA).
5) Assuming an effective tax rate of ≤22% and considering a pull-to-par effect of the majority of negative fair value reserves in FVTOCI.
Please also refer to the comments in chapter 5.4 Risk factors regarding possible downside risks for planning and thus for the achievement of objectives.
The goal remains to become the leading CSEE specialist bank in the Consumer and SME segments. The Management Board will continue to exercise caution with regard to the credit risk to be taken in order to achieve sustainable and stable business growth.
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Developments at shareholder level
In 2024, the ECB imposed sanctions on a group of major shareholders of Addiko Bank AG, as this group, according to the ECB, exceeded the 10% ownership threshold in the Bank without completing the required approval procedure for the acquisition of a qualifying holding. With reference to these events, the banking supervisory authority suspended a capital repatriation procedure requested by Addiko, which was intended to adjust the capital base of the Croatian bank to economic requirements.
Despite the lifting of the voting-rights restrictions for this shareholder group in early February 2025, the competent supervisory authority continues to identify uncertainties regarding the shareholder structure of Addiko Bank AG. This situation may adversely affect the Group's business development and could trigger both customer uncertainty and further supervisory measures.
To address the increased general business risk arising from this situation, a provision of EUR 47.7 million was recognised in the separate financial statements of Addiko Bank AG through an allocation to the fund for general banking
risks. For further details, reference is made to the published annual financial statements 2025 prepared under UGB/BWG.
In line with the legal requirements applicable to all banks, Addiko Bank AG prepares an annual recovery plan that describes and simulates the measures available in the event of a significant deterioration in the capital and/or liquidity position. While the capital and liquidity position remain at a very high level, the competent supervisory authorities have raised concerns about uncertainties regarding the shareholder structure and their impact on the re-coverability of the Addiko Group in a crisis scenario. In particular, the supervisory authorities consider the feasibility of key recovery measures in a crisis to be impeded. According to the authorities, uncertainties regarding the shareholder structure could on the one hand restrict the possibility of capital measures and on the other hand increase the reputational risk associated with portfolio-re-lated measures (e.g. reduction of new business).
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Dividend Policy
The current business planning of the Addiko Group foresees an appropriate payout ratio that is aligned with the recommendations of the ECB and takes into account the foreseeable increase in regulatory capital requirements. The dividend payout ratio is measured based on the Group's profit after tax under IFRS, while the actual dividend distribution is determined by the annual financial statements of Addiko Bank AG prepared in accordance with Austrian GAAP (UGB/BWG). A dividend proposal therefore always requires a sufficiently determined net retained profit in the audited annual financial statements.
The dividend distribution for the 2025 financial year also remains suspended, in line with supervisory expectations and regulatory requirements, taking into account regulatory considerations related to the current ownership structure.
In the interest of the Bank, the Management Board maintains its position of not resuming dividend payments as long as the ownership structure of Addiko Bank AG has not been conclusively clarified and the related concerns raised by the supervisory authorities have not been resolved. Only once these conditions are met, a distributable net profit is available, and the General Meeting passes a corresponding resolution, can the Bank return to an appropriate and sustainable dividend policy.
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Risk factors
Given Addiko's focus on Consumer and SME segments, its business is particularly tied to the economic cycle and economic developments in its core countries Slovenia, Croatia, Bosnia & Herzegovina, Serbia and Montenegro. Some of those countries are marked by significant political instability in various forms, with nationalist-conserva-tive rhetoric dominating the local political stage. A severe local political crisis is hard to predict as it could emerge out of a minor event, to which little attention may have been paid previously.
The main risk factor influencing the achievement of the above targets relates to the economic cycle and economic development in Addiko's core countries Slovenia, Croatia, Bosnia & Herzegovina, Serbia and Montenegro. Some of those countries are marked by significant political instability in various forms, with nationalist-conservative rhetoric dominating the local political stage. A severe local political crisis is hard to predict as it could emerge out of a minor event that may have attracted little attention previously.
Besides an escalation of Russia's war in Ukraine or a major geopolitical crisis, economic risks could materialise. In particular due to exogenously caused changes in the price or supply of an economic good, such as oil or natural gas. Furthermore, in response to the unilateral imposition of customs duties by one country, the affected party may take countermeasures, which could lead to a major trade war, with correspondingly negative economic effects on both the directly and indirectly affected economies.
The bank faces regulatory risks from the implementation of various regulatory and consumer protection initiatives,
e.g. MREL, PSD2, GDPR, etc. Potential regulatory constraints could also negatively impact the Group's ability to improve efficiency.
Moreover, Addiko Group is exposed to non-financial and legal risks that may materialise regardless of the economic environment. The Group is involved in a number of passive legal disputes. The majority of pending proceedings relate to FX transactions, margin increases, and interest rate clauses at Addiko Bank AG's subsidiaries, particularly the Croatian and Slovenian subsidiaries. There is a future risk of additional legal proceedings and amounts becoming disputed due to changed court practice, binding sample proceeding decisions and new laws (e.g. conversion laws, amendments to consumer credit acts, consumer protection acts). A lack of legal certainty or Addiko Group's inability to obtain effective legal remedies in a reasonably timely manner may have a material adverse effect on Addiko Group's business, financial position and results of operations.
General legal risks exist in the form of potential changes to the legal framework in which the business activities are carried out. There is a risk that existing laws will be amended or new laws introduced harming Addiko's business. In this context, the possibility of introducing new tax laws that impose special taxes on credit institutions is cited as an example. Furthermore, laws or regulations may be introduced at EU or national level that have a direct impact on business activities, for example, by prohibiting or significantly restricting the marketing of banking products or by setting minimum (on the deposit side) or maximum prices (on the lending side).
Since Addiko Group is subject to a large number of tax regulations, some of which have only been in effect for a short period of time or are frequently amended and enforced by various political subdivisions, there is a risk that tax audits could, on account of diverging interpretations, result in assessments of tax deficiencies, which could impose additional and unforeseen tax liabilities on Addiko Group.
In September 2017, the Group filed a Requests for Arbitration with the ICSID in Washington, DC against the Republic of Croatia regarding the Conversion Laws claiming EUR 153 million. The Group claims that the Bilateral Investment Treaty (BIT) regarding the fair and equivalent treatment under the respective BIT was violated. The main hearing was conducted in March 2021 and parties are awaiting the final outcome. If the action is unsuccessful, court fees and legal costs could amount up to approximately EUR 11 million. Based on the current status of the proceedings, management considers a positive outcome to be possible.
Addiko also regularly assesses and reports on ESG risks that may impact the Group. Therefore, Addiko conducts an annual self-assessment of its exposure to ESG risks,
which currently encompasses climate-related and environmental risks. The results thereof are used to define the key areas of action at Addiko.
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Outlook 2026 & Guidance 2027
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Corporate Governance
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AGM 2025
On 18 April 2025, Addiko Bank AG held its ordinary Annual General Meeting (AGM 2025) as a physical meeting. All shareholders who fulfilled the legal preconditions outlined in the convocation were eligible to attend. Approximately 43% of shareholders registered, and around 36% participated. All proposed agenda items were approved.
As no net profit was reported in the 2024 local financial statements of Addiko Bank AG, no dividend proposal was required and accordingly, no resolution on this matter was presented at the AGM 2025.
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Management Board
There were no changes in the persons or functions exercised on the Management Board in the 2025 financial year.
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Supervisory Board
There were no changes in the persons or functions exercised on the Supervisory Board in the 2025 financial year.
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Austrian Code of Corporate Governance
Addiko Bank AG is committed to adhering to the Austrian Code of Corporate Governance in its applicable version (https://www.corporate-governance.at). The Code contains rules based on compulsory legal requirements (L rules), rules that should be complied with, rules where deviations must be explained and justified in order for the company's conduct to conform with the Code (C rules, comply or explain) and rules that are recommendations, where noncompliance is not required to be disclosed or justified (R rules). The Consolidated Corporate Governance Report of Addiko Bank AG for the financial year 2025 will be published on the Addiko Group website under https://www.addiko.com/corporate-governance-reports.
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AGM 2025
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Capital-, share-, voting and control rights
The following information complies with the regulations of Section 243a para. 1 UGB.
Capital Structure and Share Classes (no. 1)As of 31 December 2025, the company's share capital amounted to EUR 195,000,000.00 and was divided into 19,500,000 voting common bearer shares. As at 31 December 2025, 212,858 (YE24: 212,858) of those were own
shares, and consequently 19,287,142 (31 December 2024: 19,287,142 shares) shares were outstanding at the reporting date.
Restrictions on Voting Rights and Share Transfers (no. 2)The Company's statutes do not contain any restrictions relating to voting rights or the transfer of shares, and neither is the Management Board aware of any other such provisions.
Direct or Indirect Shareholdings of at Least 10% (no. 3)Based on the major holdings notifications available to the Company, no shareholder held a direct or indirect interest exceeding 9.99% of the share capital.
In the 2024 financial year, Alta Group d.o.o. (formerly Alta Pay Group d.o.o.) notified that, in addition to its direct shareholding in Addiko Bank AG - which amounted to 9.63% as of 31 December 2025 - it had acquired a further 19.96% in financial and other instruments. According to the notification of 2 April 2024, the obligation to execute the sale and transfer of these instruments is "subject to regulatory approval by the authorities, merger control clearance and approval by the buyer's general meeting." In the shareholding notification published on 3 July 2025, Alta Group d.o.o. further announced that the original expiry date of 30 June 2025 for these financial and other instruments had been extended to 30 June 2026.
Shareholders with Special Control Rights (no. 4)The Company's statutes do not contain any particular control rights of shareholders, and neither is the Management Board aware of any other such provisions.
Control of Voting Rights Arising from Employee Share Ownership (no. 5)There is no control of voting rights for employees who own shares; employee participation schemes do not confer any voting rights.
Specific Rules on the Appointment and Removal of Management Board and Supervisory Board Members / Amendments to the Articles of Association (no. 6)Deviating from the provisions required by law, the removal of a member of the Supervisory Board only requires a simple majority. All other provisions are as stipulated by law regarding the appointment and removal of the members of the Management Board and Supervisory Board. The Supervisory Board may resolve on amendments relating only to the form of the Company's statutes. The Supervisory Board is authorised to resolve on the amendments of the Company's statues relating to the issue of shares in the course of an authorised conditional capital increase or a conditional capital increase. There are no further provisions other than those required by law relating to the amendment of the Company's statutes.
Special Authorisations of the Management Board to Issue or Repurchase Shares (no. 7)Since the General Assembly dated 21 April 2023, the Management Board pursuant to Section 169 Austrian Stock Corporation Act (AktG) has been authorised to increase the share capital subject to approval of the Supervisory Board, if necessary, in several tranches, by up to EUR 78,000,000 by issuing up to 7,800,000 new voting no-par value bearer in return for contributions in cash and/or in kind (also indirectly through a credit institution pursuant to Section 153 para. 6 AktG), and to determine the issue price (which may not be below the proportionate amount per share in the company's registered share capital), the share rights and the issuing conditions in agreement with the Supervisory Board within five years after entering the corresponding amendment to the Company's statutes into the Austrian Commercial Register (Authorised Capital 2023). Subject to approval of the Supervisory Board, the Management Board is authorised (i) to exclude the share-holders' statutory subscription right if the capital increase is in return for a contribution in kind or (ii) shares are issued to employees, executives and members of the Management Board of the Company or companies affiliated with it in the context of a stock option program or employee participation program. These measures can also be combined.
Authorised capital which is used to serve stock options to employees, executives and members of the Management Board of the company or companies affiliated with it, and authorised conditional capital which is used to serve stock options to employees, executives and members of the Management Board of the Company or companies affiliated with it in total must not, together with shares from other eligible sources, exceed EUR 39,000,000 (thirty-nine million Euro).
The Supervisory Board is authorised to resolve on any amendments of the Articles of Association resulting from the issuance of new shares out of the authorised capital. In the General Assembly dated 21 April 2023 and pursuant to Section 159 para. 3 AktG, the Management Board is authorised within five years from registration of the respective amendment of the Company's Articles of Association in the commercial register, to conditionally increase the Company's registered share capital with the approval of the Supervisory Board, if necessary in several tranches, by an amount of up to EUR 19,500,000 (nineteen million five hundred thousand Euro) by issuing up to 1,950,000 (one million nine hundred fifty thousand) new ordinary voting bearer shares, and to determine the issue price (which may not be below the proportionate amount per share in the company's registered share capital), the share rights and the issuing conditions in agreement with the Supervisory Board (Authorised Conditional Capital 2023).
The authorised conditional increase of capital shall be implemented only for the purpose of granting stock options to employees, executives and members of the Management Board of the Company or companies affiliated with it. Authorised conditional capital which is used to serve stock options to employees, executives and members of the Management Board of the company or companies affiliated with it, and authorised capital which is used to serve stock options to employees, executives and members of the Management Board of the company or companies affiliated with it in total must not, together with shares from other eligible sources, exceed EUR 39,000,000 (thirty-nine million Euro).
The Supervisory Board is authorised to resolve on any amendments of the Articles of Association resulting from the issuance of new shares out of the authorised conditional capital.
Within the meaning of Section 65 AktG, the Management Board was authorised in the General Assembly on 21 April 2023 to acquire own shares of up to 10% of the share capital of the Company for no specific purpose for a period of 30 months from the day of the resolution of the AGM pursuant to Section 65 para. 1 no. 8 AktG. Trading in own shares for profit is expressly excluded as a reason for the repurchase. The equivalent value per no-par value share to be acquired may not exceed or fall below the arithmetic average of the official closing prices published by the Vienna Stock Exchange of the shares of Addiko Bank AG listed on the Vienna Stock Exchange on the 20 trading days preceding the acquisition by more than 20%.
The Management Board is authorised to sell shares acquired based on this resolution. The Management Board is obliged to publish the respective buyback program as well
as its duration and any resale program immediately before implementation in accordance with the provisions of the AktG. Every buyback and, if applicable, resale program must comply with the principle of equal treatment of shareholders in accordance with Section 47a AktG. The share of the share capital associated with own shares acquired by the company in accordance with Section 65 para. 1 no. 1, 4, 7 and 8 AktG, together with other own shares that the company has already acquired and still owns, may not exceed 10% of the share capital. The Management Board was also authorised, for a period of 30 months from the date of the resolution by the General Assembly, to acquire own shares for the purpose of offering them to employees, executive employees and members of the Management Board of the Company or an affiliated company for purchase pursuant to Section 65 para. 1 no. 4 AktG up to 10% of the share capital.
Significant agreements that become effective, change, or terminate upon a change of control in the company, as well as their effects (no. 8)There are significant agreements to which Addiko Bank AG is a party and which become effective, change, or terminate in the event of a change of control at Addiko Bank AG: As part of the existing bancassurance cooperation with a major insurance group - which is based on a Memorandum of Understanding and local distribution agreements - contractual provisions apply in the event of a change of control at Addiko Bank AG. Such a change of control does not automatically lead to a termination of the cooperation; only if no agreement can be reached following a mandatory coordination process does a termination right arise. In such a case, a contractually defined, annually decreasing exit fee would apply exclusively to the affected subsidiaries and would therefore indirectly burden Addiko Bank AG through reduced earnings capacity. In addition, there is an agreement with a consulting firm that contains contractual provisions for the event of a change of control at Addiko Bank AG. While the contract itself continues unchanged in such a case, the amount of the fee may depend on the structure of the respective transaction.
Compensation Agreements (no. 9)There are no explicit compensation agreements between Addiko Bank AG and its Management Board members, Supervisory Board members or employees in the event of a public takeover offer.
However, the Group-wide remuneration policy includes change-of-control provisions concerning the treatment of existing variable remuneration systems (annual bonus and LTIP):
Anticipated change of control (signing):
The Remuneration Committee, together with the Supervisory Board, may adjust the targets (including knock-out criteria, multipliers and individual goals) to the changed conditions.
Completed change of control (closing):
all provisions of the bonus plan remain binding for the Bank and its legal successors; if the plan is amended, suspended or discontinued under a new owner, there is a right to payment of the amount that would have been due for the relevant performance period;
performance targets that can no longer be assessed due to the change of control are deemed to be achieved on a pro-rata basis up to the date of the change of control or, in the event of a material change in conditions, deemed fully achieved; and
for the LTIP, the target values for all remaining years of the performance period (including the year of the change of control) are deemed achieved; payout dates and mechanisms remain unchanged.
For the Supervisory Board members, no special arrangements exist.
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Internal Control System for accounting procedures
Addiko Bank has an internal control system (ICS) for accounting procedures, in which suitable structures and processes are defined and implemented throughout the organisation.
The aim of the ICS of the Addiko Group is to ensure effective and efficient operations, adequate identification, measurement and mitigation of risks, prudent conduct of business, reliability of financial and non-financial information reported, both internally and externally, and compliance with laws, regulations, supervisory requirements and the institution's internal rules and decisions.
The ICS consists of a set of rules, procedures and organisational structures which aim to:
ensure that corporate strategy is implemented,
achieve effective and efficient corporate processes,
safeguard the value of corporate assets,
ensure the reliability and integrity of accounting and management data,
ensure that operations comply with all relevant rules and regulations.
The particular objectives with regard to Addiko Group accounting procedures are that the ICS ensures that all business transactions are recorded immediately, accurately and in a uniform way for accounting purposes. The implementation of the ICS in relation to the financial reporting process is also set out in the internal rules and regulations.
The ICS of the Addiko Group is built on a process-oriented approach. Addiko Group deploys control activities through process documentation, which incorporates the tracking and documentation of each process, including the information about process flow according to the internally set up guidelines for process management.
The overall effectiveness of the internal controls is monitored on an ongoing basis. The monitoring of key risks is
part of the daily activities of the Group as well as periodic evaluations by the business lines, internal control functions, risk management, compliance and internal audit.
Regular ICS monitoring and promptly reporting on internal control deficiency and escalation to relevant stakeholders (e.g. committees) is established. Internal control deficiencies, whether identified by business line, internal audit, or other control functions are reported in a timely manner to the appropriate management level for further decision and addressed promptly.
Internal Audit performs independent and regular reviews in compliance with legal provisions and internal rules.
The ICS itself is not a static system but is continuously adapted to the changing environment. The implementation of the ICS is fundamentally based on the integrity and ethical behaviour of the employees. The Management Board and the leadership team actively and consciously embrace their role of leading by example by promoting high ethical and integrity standards and establishing a risk and control culture within the organisation that emphasises and demonstrates to all levels the importance of internal controls.
-
Other disclosures in the notes
The following information is disclosed in the notes to the consolidated financial statements:
explanations on substantial financial and non-fi-nancial risk as well as the goals and methods of risk; management to achieve effective and efficient corporate processes see note (57) Risk control and monitoring, (58) Risk strategy & Risk Appetite Statement, (59) Risk organisation and (60) Internal risk management guidelines;
information on financial instruments see note
(74) Fair value disclosures;
information on events after the reporting date see note (90) Events after the reporting date.
-
General Information 31
ESRS 2 - Governance 33
ESRS 2 - Strategy 39
10.2.1.
ESRS 2 SBM-1 - Market position, strategy, business model
39
10.2.2.
ESRS 2 SBM-1 - Value Chain
43
10.2.3.
ESRS 2 SBM-2 - Interests and views of stakeholders
45
10.2.4.
ESRS 2 SBM-3 - Sustainability-related IROs and their interaction with strategy and
business model
47
10.3. ESRS 2 -
Impact, Risk and Opportunity Management
51
ESRS 2 IRO-1 - Identifying and assessing sustainability-related impacts, risks and opportunities 51
IRO1- Description of the processes to identify and assess material impacts 53
Description of the processes to identify and assess climate-related physical and transition risks 54
-
Environmental Information 65
Disclosure in accordance with Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation) 65
ESRS E1 - Climate Change 65
ESRS E1-1 Transition plan 65
ESRS2 SBM-3 - Sustainability-related IROs and their interaction with strategy and business model 67
ESRS E1-2 - Policies to manage material IROs related to climate change mitigation and adaptation 67
ESRS E1-3 - Actions to manage material IROs related to climate change mitigation and adaptation 71
ESRS E1-4 - Climate related targets 76
ESRS E1-5 - Energy consumption and mix 79
ESRS E1-6 - Gross scope 1,2,3 and total GHG emissions 81
-
Social Information 85
ESRS S1 - Own Workforce 85
ESRS 2 SBM-3 - Impact, Risk and Opportunity Management 85
ESRS S1-1 - Policies related to own workforce 87
ESRS S1-2 Engagement with own workforce 88
ESRS S1-3 - Processes to remediate negative impacts and channels 88
ESRS S1-4/5 - Actions and Targets to address material IROs related to its own workforce 88
ESRS S1-6 - Characteristics of Addiko's employees - metrics 97
ESRS S1-7 - Characteristics of non-employees in the company's own workforce 99
ESRS S1-8 - Collective bargaining coverage and social dialogue 99
ESRS S1-9 - Diversity metrics 100
ESRS S1-12 - Persons with disabilities 101
ESRS S1-13 - Training and skills development metrics 102
ESRS S1-14, S1-17 - Health and safety metrics, Incidents, complaints and severe human rights 103
ESRS S1-15 - Work-life balance metrics 104
ESRS S1-10, S1-16 - Adequate wages and remuneration metrics 105
ESRS S4 - Consumers and End-Users 107
ESRS2 - SBM-3 - Impact, Risk and Opportunity Management 107
ESRS S4-1 - Policies related to consumers and end-users 108
ESRS S4-2 - Processes for engaging with consumers about impacts 109
ESRS S4 3 - Processes to remediate negative impacts and channels for consumers to raise concerns111
ESRS S4-4 Taking action on material impacts 110
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Governance Information 116
Governance 116
ESRS 2 SBM-3 - Impact, Risk and Opportunity Management 116
ESRS G1-1- Business Conduct Policies and Corporate Culture 117
ESRS G1-2 - Management of relationship with suppliers 118
ESRS G1-3-4 - Bribery and corruption - Prevention and incidents 119
The present sustainability report for financial year 2025 outlines Addiko's responsibilities regarding Environmental, Social and Governance (ESG) matters and complies with the requirements for consolidated non-financial reporting under § 267a of the Austrian Commercial Code ("UGB"). It also meets the provisions of the Austrian Sustainability and Diversity Improvement Act ("NaDiVeG"), which implements the EU Non-Financial Reporting Directive (Directive 2014/95/EU) into national law. Under this legislation, large, listed companies in Austria have to disclose material sustainability and diversity topics in their management report, including related policies, risks and performance indicators. In addition, the report fulfils the requirements for the parent company, Addiko Bank AG, under § 243 (5) UGB. Accordingly, the non-financial performance indicators material to the parent company are highlighted separately in the report, in line with NaDiVeG provisions for reporting-relevant ESG metrics and diversity concepts.
Since the Corporate Sustainability Reporting Directive ("CSRD") - Directive (EU) 2022/2464 - and related EU directives (2013/34/EU and 2006/43/EC) were not transposed into Austrian law by 31 December 2025, their national implementation through the Nachhaltigkeitsberichtsgesetz (NaBeG) remains pending. Notwithstanding the absence of a binding national regime, Addiko Bank AG voluntarily applies the European Sustainability Reporting Standards (ESRS) as set out in Delegated Regulation (EU) 2023/2772 and integrate its Sustainability Statement into the consolidated management report. In addition, the ESRS "Quick Fix" amendments adopted by the European Commission (Delegated Act of 11 July 2025) are taken into account.
With consolidated revenues below the CSRD Omnibus thresholds of EUR 450 million in 2025 and considering the pending final implementation of NaBeG, it is expected that specific rules applicable to Addiko Bank AG (particularly regarding scope, assurance requirements and potential reliefs) will only be finalised during 2026. Until then by voluntary applying the ESRS, Addiko ensures that CSRD requirements are fully anticipated and NaDiVeG requirements are met.
In line with CSRD provisions, sustainability reporting has to be prepared in a machine-readable format ("XHTML") going forward and tagged using XBRL ("ESEF tagging"). For the reporting date of 31 December 2025, mandatory tagging of nonfinancial information is not yet required.
Delegated Regulation (EU) 2026/73 of 4 July 2025 - published on 8 January 2026 - introduced significant reliefs under the EU Taxonomy Regulation (2021/2178), applicable already for the reporting date 31 December 2025: Financial institutions are only required to capture activities representing more than 10% of their loans and investments with a known use-of-proceeds context. Furthermore, an opt-out provision was introduced for credit institutions, allowing them - under certain conditions - to opt out of disclosure for two years. Due to its specific business model (no new mortgage business; existing loans are non-purpose financings not relevant under the taxonomy), Addiko Bank AG exercises the opt-out option and therefore provides the required standard statement in the report and does not disclose respective templates according to (EU) 2021/2178.
The 2025 sustainability statement was prepared by the Management Board and will be reviewed by the Supervisory Board prior to publication. KPMG Austria GmbH Wirtschaftsprüfungs- und Steuerberatungsgesellschaft ("KPMG"), as statutory auditor of Addiko Bank AG, has performed an independent limited assurance engagement in accordance with the International Standard on Assurance Engagements ("ISAE 3000"). The assurance opinion issued by KPMG is presented at the end of the report.
By adhering to the Corporate Sustainability Reporting Directive (CSRD) at the consolidated group level, Addiko Bank AG ensures that the necessary conditions are met for its EU subsidiaries to benefit from the exemption provided under Article 19a (9) and Article 29a (3) of Directive 2013/34/EU. Specifically, Addiko Bank d.d. Croatia utilises this exemption, in accordance with the national implementation pursuant to Zakon o reviziji (NN127/17) and Zakon o računovodstvu (NN85/24). This exempts the bank from sustainability reporting obligations at the individual entity level, provided that all local transposition requirements are met. Meanwhile, Addiko Bank d.d. Slovenia is categorised under wave 2 of CSRD implementation, and its reporting requirement has been deferred until 2027 in accordance with Directive (EU) 2025/794 effective since April 2025 and related national transposition (ZGD-1N) published in October 2025.